


Time Is Relative

by mimi_kc_i



Category: Doctor Who, Doctor Who & Related Fandoms, Doctor Who (2005)
Genre: Doctor/OC - Freeform, Eventual Romance, F/M, Friends to Lovers, Mutual Pining, Romance, Slow Build, Slow Burn, Slow Romance
Language: English
Status: In-Progress
Published: 2020-08-02
Updated: 2020-12-09
Packaged: 2021-03-05 22:01:37
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 29
Words: 84,512
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/25662514
Author URL: https://archiveofourown.org/users/mimi_kc_i/pseuds/mimi_kc_i
Summary: Penelope Vivian Walker doesn't remember anything, a car crash leaving her with no memories of the first twenty three years of her life. She's stuck in a hospital with no family to help her.But when a man named the Doctor sparks her recollection, it seems only fitting that she goes with him, leaving her unknown life behind.(The Doctor x OC)(10th Doctor-12th Doctor)Rated M for strong languageUpdates every Thursday
Kudos: 8





	1. Memories Are So Last Week

Penelope Vivian Walker was bored. She had already spent a week in the hospital, and she wasn't looking forward to staying there for another week or so. Luckily for her, a new patient was being stationed on the other side of the room. Penelope focused her attention on a book her nurse had brought her, apparently, it was her daughter's favorite book before she went to collage.

The book was called Good Omens, and Penelope was having trouble focusing on the words when there was a perfectly interesting person within ten feet of her. She couldn't remember the last time she had spoken to someone who didn't work at the hospital. Actually, she couldn't remember ever talking to someone who didn't work at the hospital. Amnesia is a riot.

She glanced over her book at the other side of the room and tried to subtly look at the man who now occupied the right half of the room.

"Hello." The man said. So much for being subtle.

"Hi." She said, looking back down at her book, rereading the same sentence she had been trying to read for ten minutes.

"Ah, Good Omens!" The man said suddenly, grinning at her. "That's a lovely book, just as funny 100 years after being published." He said.

Penelope narrowed her eyes in thought, the wording of the book was relatively modern, there was no way the book was one hundred years old. She looked at the copyright page. "This book was published in the 90's." She said.

"Yep!" He agreed. He turned his head to look out the window, it was just beginning to grow dark out. He hummed to himself, looking to be in deep thought, a pensive look on his face.

Penelope pushed down her confusion at the man and turned back to her book, finally managing to immerse herself in the story.

Penelope woke up with a stifled gasp at three in the morning. She looked around wildly, trying to find the familiar... she didn't quite know. Her heart raced and she breathed heavily as she looked around the hospital room. Her gaze rested on the man in the other bed, sitting up and looking through the window. To her surprise, the man didn't turn and question her, like all the doctors and nurses did when she woke up.

Instead, without looking away from the window, he said which constellations were above them both. When he had said them all, he recited the history of them one by one. Penelope found something about it familiar, but she couldn't place what. She focused on calming herself down as she listened to odd stories of the stars.

His voice sounded different from how it had before. Before it had been loud, excited, and even a bit curious. Now, his voice felt like soothing waves. He spoke until the sun began to rise and the nurses made their rounds, checking each of their vitals and telling them both to sleep, which neither did. Instead, each seemed to be immersed in thought, the man, who she had discovered to be named John, was back to gazing out the window. Penelope was once again trying to read her book, but just as she began to get into the plot, a gaggle of medical students entered.

Penelope had met each of the medical students before, but her favorite was Martha Jones. The reason for this should be obvious, she never made Penelope feel uncomfortable, or asked rude questions about her Amnesia, unlike Mark, who frequently was assigned to her.

This was no exception. Mark was a decent fellow, just overly curious. "Hey, Penny!" Mark said. Penelope tried not to roll her eyes at the nickname. "How are you today?" He picked up her clipboard and didn't wait for her to answer. "I see they still don't know if you'll regain your memories." He said. John looked over, curious, now determined to listen in.

"Yep." Penelope said.

"And how are those migraines?" Mark asked.

"Eh." She shrugged, noncommittally. "Nothing that peace and quiet can't fix." She said, not wanting to answer any more questions.

"Well, I'll only be a bit longer, Penny." Mark said happily, going to check her vitals. After he did that, he checked her breathing. He smiled at her when he finished, putting his hand out for a high five.

Penelope pretended she didn't notice it. From across the room, John was looking increasingly amused.

"Mr. John Smith checked himself into the hospital last night with severe abdominal pains." Penelope looked over, catching John's eye. He didn't act like someone who had severe pain. She had met tons over her week at the hospital, they didn't talk much, they mostly left the telly on to try and distract them.

Martha was chosen to check up on him, but she simply looked at him confused.

"That wasn't very smart of you," She said. "Going outside this morning and taking your tie off."

"That wasn't me," John said, looking even more curious than before. "I've been in bed all morning, ask Penny." He said, picking up her nickname as if they were lifelong friends.

Martha turned to look at Penny, who nodded after a moment of thought, she would have noticed if he had left.

"Do you have a brother?" Martha asked.

"Not anymore," He said, a forced smile on his face. "It's just me." He said.

The instructor cut in. Penny had always disliked the man, he was rude, and didn't necessarily care about the patients he was helping. To make it worse, he always picked on the women students, acting as though it was wrong for them to want to study to become doctors.

Martha struggled to respond and made her way over to John to check his heartbeat, but she seemed to be having trouble. Martha winced as another insult was thrown her way.

"Oi." Penny said before she could stop herself. The gaggle of students and the instructor turned to her, as well as John. "Shut up, mate. Martha's easily your best student and you know it. Don't think I haven't noticed your behavior; I am fully capable of reporting you."

"For what?" He scoffed.

"For your blatant sexist actions towards your students and patients alike." She glared at him.

He huffed and reached for John's clipboard, dropping it when he got shocked. He quickly changed the subject, asking his students who had discovered electricity.

"Benjamin Franklin!" John said happily. Penny tried to make sense of what he said after that, but he just sounded crazy. At the look on the instructor's face, she cut in.

"Oh! Yes, I remember that, John! You told about that book you were writing! You'll have to let me read it when I get out of here!" She said, making sure the instructor could hear.

By the look on the instructor's face, he seemed to no longer want to send him to a psych. eval. And more just want to leave, so he did, the gaggle of med students following him. Martha, however, stayed behind a moment.

"Thank you, Ms. Walker." She said.

"Don't worry about it, but please don't call me Ms. Walker, my names' Penelope."

"Alright, Penelope." She said with a grin. She nodded at her and left to follow the others.

Penelope went pick her book back up but stopped when she saw John staring at her. "Why'd you tell them I'm an author?" Penelope looked at him like he was crazy.

"Why'd you tell them you'd met Benjamin Franklin? They were about to send you for a psychological evaluation! You're my first real company since I came here, I'd rather you not be carted away already." She said, shrugging.

John snorted, fidgeting with a small metal rod in the hand furthest from her, assuming she didn't notice it. Penny did, in fact, notice it, but she didn't say anything, not believing that that was what she should be focusing on when she could see through the window behind him that the rain was going up.

"What the fuck." She said, causing John to follow her gaze.

Penny reached for the sensors placed on her arms and took them off, ignoring the alarm they gave off. She stood from her bed, John still looking out the window as if he didn't see anything odd. She reached for the curtains in between their beds and grasped for them, drawing them closed. She reached for the backpack on the chair beside her bed and pulled out the clothes that had been packed there. She couldn't possibly ask around the hospital in the gown they gave her.

She changed in record timing (which didn't mean much, as she couldn't remember how quickly she used to change) and walked to the door, hearing a shuffling from John's side of the room. She waited a moment for John to finish changing, as he had evidently had the same idea as her. She was proved right when John snapped the curtains back, now dressed in a suit and tie.

Penny was not embarrassed to admit that she took a minute to appreciate his looks. He rose a brow at her look, but Penny didn't respond, turning on her heel and walking out the door, knowing John wouldn't be too far behind her.

Before they could make it far, the building shook, throwing Penny to the ground and making John stagger. Without a thought, he offered her a hand up. She took it, hauling herself to her feet and looking around to see if anyone else had fallen, but their hallway was surprisingly empty, just them. Penny retraced her steps, going back to her room and looking through the window.

"Oh." She said.

"What?" John said, looking as well. "Oh." He said.

"We're on the moon."

"It would appear that way, wouldn't it?"

Penny glanced up at him, noting the lack of shock on his face. "It would, yeah." She agreed after a moment.

He glanced down at her, meeting her grey eyes. "You don't seem very shocked."

"Neither do you."

He shrugged walking closer to the window, standing so that the curtains would block him from anyone entering the room. Penny joined him, looking out and seeing the Earth.

"Lovely." She said. "I've always wanted to go to space."

"You have?" John asked, amusement in his eyes.

"I have no clue." She smirked. "I can't remember my birthday, let alone my aspirations." He snorted, going quiet as two people entered the room.

"It's real. It's really real!" The voice of Martha Jones said, she stepped towards the window they were next to. "Hold on." She went to open it, but was stopped before she got close enough to see the two.

"Don't! We'll lose all the air!" A panicked voice that Penny could vaguely recognize said.

"But they're not exactly air right." She countered. "If the air was going to get sucked out, it would have happened straight away, but it didn't." She paused a moment. "So how come?"

John took this moment to step away from the curtain, directing his attention to Martha Jones and the very panicked lady next to her. "Very good point. Brilliant, in fact. What was your name?"

Penny stepped out as well. "Martha Jones, John." She informed. John nodded at her before turning back to them."Well then, Martha Jones, how are we still breathing?"

The woman next to Martha looked between the other three. "We can't be!" She said, freaking out more than Penny did when she woke up with no memory.

"Obviously we are, so don't waste my time." John snapped turning his attention to Penny. "You've been here longer than me. Is there a balcony on this floor? A veranda?"

"They won't let me leave the room, so I'm not sure." John nodded, turning to Martha with an expectant expression.

"Oh, uh, yeah- by the patient's lounge."

"Fancy going out?" He asked Martha.

"Okay," Martha said.

"Might be dangerous." He edged her on.

"Might not." Martha countered.

John suddenly grinned. "Good. Come on." He looked back to the other woman who was now sitting against the wall. "Not her. She'd slow us down." He added happily.

Martha sighed and led the other two down the hallway to the balcony.

"We've got air." Martha said. "How does that work?"

"Don't look a gift horse in the mouth, Jones." Penny said, leaning against the door while John and Martha looked from the railings.

"Just be glad it does." John said, agreeing with her.

"I've got a party tonight. My brother's turning twenty one. My mother's going to be really, really..." She didn't finish her sentence.

"You okay?" John asked.

"Yeah."

"Sure?"

"... Yeah."

"... Want to go back in?"

Martha spoke without hesitation, "No way... I mean, we could die any moment, but all the same, it's beautiful."

"You think?" John asked.

" How many people want to go to the moon? And here we are." She said. John turning to look back at Penny, who was now looking up at the stars with a look on her face that was somewhere between wonderment and annoyance.

Penny didn't notice the eyes on her, too busy trying to understand the sense of familiarity she got while looking at the stars, For all she knew, she really did want to travel through space, but she couldn't remember it for shit. Half of her wanted to keep counting the stars, but she knew she wouldn't be able to.

John turned back to Martha. "Standing in the earthlight."

"What do you think happened?" Martha asked him. Penny listened in, curious.

"What do you think?" He asked back.

"Extraterrestrial." She said. "It's got to be. I don't know, a few years ago that would have sounded mad, but these days? That spaceship flying into Big Ben, Christmas, those Cybermen things. I had a cousin. Adeola. She worked at Canary Wharf. She never came home."

Penny's head shot to Martha. The doctors had told her about her connection to Canary Wharf.

"I'm sorry." John said.

"Yeah." Martha said absentmindedly.

"My brother was there. That's what I was told, at least."

"I was there, in the battle." John admitted, eyes down.

"I promise you, Mister Smith, Penelope, we will find a way out. If we can travel to the moon, then we can travel back. There's got to be a way."

"It's not Smith. That's not my real name." John said casually.

"Who are you, then?"

"I'm the Doctor."

Penny rose an eyebrow. Doctor is hardly a usual name, but John Doctor had a certain ring to it, Penny thought.

"Me too, if I can pass my exams." Martha joked. "What is it then, Doctor Smith?"

"Just the Doctor." He smiled tightly.

"How do you mean, just the Doctor?" Marth was looking more confused by the second. Penny, on the other hand, figured it would be easier if she just went with it. If John wanted to be called "Doctor" then she would do so.

"Just the Doctor."

"What, people call you the Doctor?"

"If it's his name, I can imagine why they call him that." She snarked.

"Yeah." He agreed with Martha's earlier question.

"Well, I'm not. As far as I'm concerned, you've got to earn that title."

"How are you so sure he isn't a doctor? Maybe that's where the name comes from." Penny pointed out.

"I knew I liked you." The Doctor grinned at her. Penny rolled her eyes, they didn't even know each other.

He turned to Martha. "Still, I'd better make a start, then. Let's have a look. There must be some sort of..." He picked a rock off the ground and threw it up, hitting some sort of field surrounding the building. "Forcefield keeping the air in." He finished.

"Wonderful, we all can die of asphyxiation when the air runs out."

"She's right, that bubbles sealing us in. This is the only air we've got." Martha said. "What happens when it runs out?" She asked the Doctor.

"How many people in this hospital?"

"A thousand, give or take." Penny said, thinking about the size of the building.

"Yeah, about a thousand." Martha confirmed.

"One thousand people suffocating."

"Why would anyone do that?"

"Power, money-" Penny began to list off, but was cut off.

"Heads up!" The Doctor called, pointing at a huge ship that was landing. "Ask them yourself."

"Aliens!" Martha cried. "Real, proper aliens!" Figures began leaving the ship.

The Doctor froze in his spot. "Judoon." He said lowly.

The Doctor led them to the loby, where they watched from above as the Judoon's interacted with the terrified people.

"Oh, look down there." The Doctor pointed to the gift shop. "You've got a little shop! I like a little shop."

"Never mind that," Martha said, putting them back on track. "What are Judoon?"

"They're like police." He paused. "Well, police for hire." He corrected. "They're more like interplanety thugs." He amended again.

"That doesn't explain why we're on the moon, Doc." Penny said, receiving a glare from the Doctor at the name.

"Don't call me that." He huffed. "It's neutral territory. According to galactic law, they've got no jurisdiction over the Earth, and they isolated it." He explained to Penny. "That rain, lightning? That was them, using an H2O scoop."

"Yeah, obviously." Penny said sarcastically. "Should've known. H2O scoops are the oldest trick in the book." Neither the Doctor nor Martha paid any mind to her.

"What are you on about?" Martha cut in. "Galactic law? Where'd you get that from? If they're police, are we under arrest? Are we trespassing on the moon or something?"

"No," The Doctor started, "But I like that. Good thinking." He praised Martha halfheartedly. "I wish it were that simple. They're making a catalogue. That means they're after something non human, which is very bad news for me."

Both Penny and Martha turned to stare at him, with very different thoughts about this revelation. Martha was not willing to believe it, he looked human after all, but Penny was a bit different.

Penny's thoughts were more on the line of, "Are names like the Doctor usual where he's from, or is he considered just as odd there as he is here?" After all, him being an alien made some weird sort of sense to her, as if she should have realized it ages ago.

"Why?" Martha questioned before the penny dropped. "Oh, you're kidding me! Don't be ridiculous." Both the Doctor and Penny stared at her. "Stop looking at me like that!" She looked to Penny. "Surely you don't believe this!"

Penny shrugged. "Not the weirdest thing that's happened to me." She said without a thought. "Not that I would know about the weirdest thing to happen to me." She muttered to herself bitterly.

"Come on then." The Doctor said, leading them to a filing room.

Penny sighed, following the two strangers in what could be her last few hours alive.


	2. At Least The Judoon Don't Snog Their Victims

**Summary for the Chapter:**

> Martha, the Doctor, and Penny try to save the hospital.

"They've reached the third floor." Martha said, looking to the Doctor who was brandishing the metal rod she had seen before. "What's that thing?"

"Sonic screwdriver." He said, not looking up from what he was doing. Penny filed the information away in the ever increasing space in her head labeled "The Doctor."

"Well," Martha huffed. "If you're not going to answer me properly."

"No, really." The Doctor said. "It is. It's a screw driver, and it's sonic. Look." He waved it around a bit and then gestured with it at Penny. "Why can't you be like Penny? She believes me!"

"What else have you got, a laser scanner?" Martha asked snarkily."I did. But it was stolen by Em-"

"Doc, she was being sarcastic."

"Don't call me that." He huffed, focusing back on a computer. "Oh, this computer! The Judoon must have locked it down." He hummed in thought. "Judoon platoon upon the moon." Penny snorted.

The Doctor continued. "Because I was just traveling past. I swear! I was just wandering. I wasn't looking for trouble, honestly, I wasn't, but I noticed these plasma coils around the hospital, and that lightning, that's a plasma coil. Been building up for two days now, so I checked in. I thought something was going on inside. It turns out the plasma coils were the Judoon up above." He ranted quickly.

"Woah, calm down Doc, no one's accusing you of causing this." Penny said, trying to calm the stressed alien down.

Martha clearly didn't notice that he was stressed and gave Penny a confused look, looking back to the Doctor to ask her question. "But what are they looking for?"

"Something that looks human, but isn't."

"Like you, apparently." Martha said.

"Like me." He agreed. "But not me."

"That's helpful." Penny said, rolling her eyes.

"Haven't they got a photo?" Martha asked.

"Well, they might be a shapeshifter." The Doctor shot back.

"Whatever it is, can't you just leave the Judoon to find it?" Martha questioned.

The Doctor shook his head. "If they declare the hospital guilty of harboring a fugitive, they'll sentence it to execution."

"Well shit." Penny said.

"All of us?" Martha asked, choosing not to respond to Penny, something that was becoming the norm.

"Oh, yes." The Doctor said. "If I can find this thing first." He focused again on the computer, "Oh! You see, they're thick! Judoon are thick! They are completely thick! They've wiped the records. Oh, that's clever." He muttered.

"Didn't you just say they were thick?"

"Never mind that," Martha cut in, "What are we looking for?"

"I don't know. Say any patient admitted in the past week with unusual symptoms. Maybe there's a back-up."

"I'm not sure that'll help, Doc, people usually come to the hospital because of unusual symptoms."

Martha sighed. "Just keep working. Penny, keep him focused." Penny mock saluted at that. "I'll go ask Mr. Stoker. He might know."

Martha left and Penny leaned against a desk, facing the door.

"Why do you keep calling me that?" He asked while working.

"Call you what? Doc?" He nodded. "You call me Penny."

"That's your name."

"No, my names Penelope."

"I only shortened it a bit!" He said, still focused on his job.

"And I only shortened yours." She shot back, smirking.

The Doctor grumbled under his breath, something about "Stupid humans think they're cleverer than me."

Suddenly, his sour face melted away and he turned to her with a grin, "Got it!"

"Rad. Let's go get Martha."

The two left the room, nearly running into Martha.

"I've restored her back up!" He said happily.

"I found her." Martha was terrified.

"You found her? As in, the other alien, her?" Penny said the same time as the Doctor spoke.

"You did what?"

A leather clad shape turned the corner, running at them, another right beside it.

"Run!" The Doctor said, leading them to a stair well and rushing down before coming face to face with the Judoon. The Doctor rushed them to one of the doors leading to a different floor and raced to the nearest room, waiting for the other two to come in before closing the door and pointing his sonic at it, the sonic making a noise and lighting up. He told them both to get behind a radiation screen. "When I say 'now', press the button." He ordered.

"But I don't know which one!" Martha shouted.

"Then find out!" He retorted, messing with the x-ray machine.

Martha picked up the Operator's Manual and Penny watched the Doctor, already knowing which button would need to be pressed.

The Leather TM Guy ripped the door off of its hinges, the Doctor immediately pointed the machine at him. Penny got ready to press the giant yellow button she had seen the radiologist press when they checked her for broken bones a week before.

"Now!" The Doctor yelped, Penny pressing the button.

Martha turned the machine off after the Leather Guy fell face down. "How did you know which button?" She ask Penny.

"It's the big button, of course that's the one to press" She said.

"You could've messed the whole machine up!"

"Relax, Jones." Penny said. "I remembered the button from when they x-rayed me a week ago. I was just messing with you."

Martha huffed, but didn't say anything more. Penny turned to the Doctor, who looked as though he was waiting for someone to praise him.

"Increased the radiation by five thousand per cent. Killed him dead."

"Good job, Doc." He preened, looking smug at the praise.

"But isn't that going to kill you?" Martha asked.

"Nah," He said, winking at them both. "It's only roentgen radiation. We used to play with roenten bricks in the nursery!" He looked at them both, still behind the screen. "It's safe for you to come out, I've absorbed it all." He looked at a spot on the wall. "Al I need to do is expel it. If I concentrate, I can shake the radiation out of my body and into one spot. It's in my left shoe." He said, making Penny wonder. "Here we go, here we go. Easy does it. Out, out, out, out, out." He began to hop on one foot, looking like an idiot. "Out, out. Ah, ah ah, ah! It is hot! Hold on." He hopped more before taking his shoe of and throwing in a bin. "Done." He smiled.

"You're completely mad." Martha said, looking to Penny for affirmation, but Penny was to busy laughing at the jig that the Doctor had been doing to speak to Martha.

"You're right." The Doctor considered. "I look daft with one shoe."

Martha sighed as he got rid of the other shoe. Penny just laughed harder.

"Barefoot on the moon." The Doctor said happily.

"So what is that thing." Martha said, gesturing to the Leather Guy. "And where's it from, the planet Zovirax?"Penny rolled her eyes with a grin, finally calming down.

"It's just a Slab. They're called Slabs. Basic slave drones See? Solid leather, all the way through." He smirked, looking at Penny. "Someone's got one hell of a fetish" Penny snorted.

"But it was that woman, Miss Finnegan." Martha ignored them. "It was working for her, just like a servent."

The Doctor ignored her, taking his sonic that was now completely broken.

"My sonic screwdriver." The Doctor whines.

"She was one of the patients, but-" The Doctor cut her off.

"Oh, no. My sonic screwdriver." He tried to use it, only for it to snap in half. 

"She had a straw like some kind of vampire."

"I loved my sonic screwdriver."

Penny looked between the two, finding it increasingly amusing the longer the Doctor ignore Martha. However, seeing as Martha looked at though she was at her wits end, Penny decided to help her out.

"Hey, Doc?" His head snapped up to here. "Martha's got somethin' to say."

"Sorry," He said, tossing what was left of the sonic in a bin.

"Doctor, that woman-" Martha began.

"You called me Doctor." He pointed out smugly.

"Anyway-" Martha changed the subject. "Miss Finnegan is the alien. She was drinking Mister Stoker's blood."

"Funny time to take a snack. You'd think she'd be hiding." The Doctor puzzled.

"You're not you when you're hungry. Maybe all this could've been avoided with a Snickers?"

"You're brilliant, Penny!" The Doctor said.

"I am?"

"She's an internal shape-changer! She wasn't drinking the blood, she was assimilating it! In other words," He smirked at Penny. "She's her when she's hungry and not when she isn't."

Penny let out a small laugh, happy she had helped some how, even if she didn't understand how she did. 

"If she can assimilate Mister Stoker's blood, mimic the biology," He continued. "She'll register as a human. We've got to find her and show the Judoon. Come on!" He raced to the door, Penny right behind him and Martha following somewhat hesitantly.

"That's the thing about slabs." The Doctor whispered as they hid by the water fountain. "They always travel in pairs."

"What about you?" Martha asked.

"What about me?"

"Haven't you got back-up? You must have a partner or something?"

"Oh, humans. We're stuck on the moon running out of air with Judoon and a bloodsucking criminal, and you're asking personal questions?" He scoffed.

"Yep, personal questions that you are currently avoiding." Penny said.

"Come on." The Doctor grumbled.

"I like that. Human. I'm still not convinced you're an alien."

The Doctor turned the corner, running straight into a Judoon.

"Non-human." The Judoon said after it scanned him.

"Oh my god." Martha whispered in shock. "You really are!"

"And again." The Doctor ran away from the Judoon, the others following him as he sprints up the stairs, leading them to a level that had people slumped over in the halls, obviously oxygen starved. The woman who was with Martha when everything happened was giving an oxygen tank to a patient. "They've done this floor. Come on. The Judoon are logical and just a bit thick."

"I thought you said they were clever!" Penny said.

"And before that I said thick." He said as if it was perfectly reasonable. "They won't go back to check a floor they've checked already." He paused, thinking. "If we're lucky."

"Lovely." Penny muttered sarcastically.

Martha turned to the other medical student. "How much is there?"

"Not enough for all these people. We're going to run out."

The Doctor turned to Penny and Martha. "How are you both feeling. Are you all right?"

"I'm running on adrenaline."

The Doctor turned to Penny, who smirked. "I'm feeling out of this world."

The Doctor rolled his eyes. "Welcome to my world." He said to Martha, deciding to ignore Penny for the moment.

"What about the Judoon?" Martha asked, also ignoring Penny.

"Nah, great big lung reserves. It won't slow them down. Where's Mister Stoker's office?"

"It's this way." Martha led them while Penny tried to think up more space puns.

"She's gone." Martha looked around the office. "She was here."

Penny's eyes caught on the body of the sexist teacher. He was rude. But he didn't deserve this. She leaned down and closed his eyes. "Rest well." She whispered, standing back up.

The Doctor watched her with a guarded expression, but turned to Stoker after a moment. "Drained him dry." He said. "Every last drop. I was right. She's a plasmavore."

"It hardly matters that you were right, Doctor."

"What's she doing here on Earth?" Martha asked.

"Hiding. On the run." He shrugged. "Like Ronald Biggs in Rio de Janeiro." He stopped, thinking. "What's she doing now? She's still not safe. The Judoon could execute us all. Come on."

"Wait a minute." Martha went to close his eyes, but saw they were already closed. She looked to Penny who had her hands in her pockets, staring and a wall with a blank expression.

The three made their way to the hallway.

"Think, think, think." The Doctor said. "If I were a plasmavore surrounded by police, what would I do?" He looked around him, eyes landing on the sign of the MRI room. "Ah. She's as clever as me!" He scrunched his nose up. "Almost." He added.

In the background, screams could be heard. They were running out of time. Penny was lightheaded, surely, it wouldn't be too much longer before she wouldn't be able to breathe at all.

"Find the non-human. Execute." The Judoon seemed to be chanting.

"Penny, stay here. I need time. You've got to hold them up. Martha, you stay with her."

"How the hell am I supposed to stop them? They're, like, seven times my size!"

The Doctor bit his cheek, looking into Penny's eyes.

"Just..." He thought a moment. "Forgive me for this. It could save a thousand lives." Penny looked confused. "It means nothing." He said. "Honestly, nothing." He repeated.

And in one swift moment, The Doctor's lips were on hers. She froze, having no clue what to do. The Doctor's lips were soft, she realized. Her eyes fluttered closed and she relished in the feeling of the Doctor cupping her face.

Penny was sure she could write a novel about the feeling of his lips.

With an audible 'pop' the Doctor pulled back, not staying long enough for what he feared would be the inevitable slap from Penny. He didn't see her face burn red, didn't see that she didn't move for a solid five seconds after, he definitely didn't hear Martha's "That was nothing?"

And there was no way he could have heard Penny's quiet, "Wish I could see what something was."

**Notes for the Chapter:**

> Question of the chapter:  
> Who do you think is the worst villain in the show? As in, the one that was the worst at being a villain?
> 
> For me, I'd have to say the Ood, simply because even in Planet of the Ood, I never once considered them to be the antagonist.
> 
> See you next time!  
> -Jamie


	3. Running Off With A Stranger

**Summary for the Chapter:**

> Penny has to decide what to do next.

The Judoon rounded the corner, Penny barely noticed. First they scanned Martha, drawing an x on her hand as they determined her to be human. They moved on to Penny, who had finally snapped out of whatever daze she had been in, though her face still rivaled a tomato.

"Traces of non-human. Scanning further." It scanned her face, grunting as it did so. "Confirm human. Traces of facial contact with non-human. Continue the search." He reached into a pocket and handed Penny a booklet. "You will need this."

"What the hell would I need that for? And you still haven't marked my hand!"

The Judoon marked her hand. "Compensation." She shoved the booklet into her pocket.

They followed as the Judoon walk to the MRI room.

As Penny looked inside, her heart sped up, seeing the Doctor on the ground. She managed to push past the Judoon, resting her head on his chest, trying to hear a heartbeat. She couldn't hear anything. "Shit, shit, shit, shit, shit, shit!" she muttered.

"Now see what you've done. This poor man just died of fright. And in front of his wife!" She gestured to Penny, who stood up, slowly facing the alien. If she had assimilated from him...

"Scan him." The Judoon ordered. "Confirmation. Deceased."

At this point, Martha took a page out of Penny's book and pushed her was through, not that Penny noticed as she got in the Judoon's face. "Doc said you're clever. Clearly he was wrong. Scan her."

"I've been catalogued." The alien pointed out.

"Do I look like I give a shit?" Penny said. "Scan her."

"Oh, I don't mind. Scan all you like."

Penny was ready to attack the alien, not caring that it could and would kill her if she did so. She glared at the Judoon, daring them to ignore her demand. She wasn't sure she was seeing things properly as she swayed on her feet, nearly out of oxygen, but if she was seeing things right, the Judoon took a step back from her.

Needles to say,she was scanned, but Penny aid no attention, turning to Martha. "You know CPR, yeah?"

She nodded.

"Now's your time to shine then."

"Non-human." The Judoon stated.

"But, what?"

"Confirm analysis." Penny scoffed, they hadn't 'confirmed analysis' when they scanned the Doctor.

"Oh, but it's a mistake, surely. I'm human. I'm as human as they come."

"And I'm a time traveler." She said sarcasticly, turning to look her in the eye. "Don't fuck with my friends."

"He gave his life so they'd find you." Martha said from beside the Doctor, finally realizing what had happened.

"Yep, and he needs CPR." Penny reminded, Martha nodded.

"Confirm. Plasmavore, charged with the crime of murdering the child princess of Patrival Regency Nine." The alien gave up her act.

"Well, she deserved it! Those pink cheeks and those blonde curls and that simpering voice. She was begging for the bite of a plasmavore." 

"Then you confess?" Penny scrunched her face up. Since when did they care about confessing?

"Confess? I'm proud of it! Slab, stop them!" Said slab rushed forward only to be absolutely fried by the Judoon.

"Verdict, guilty. Sentence, execution."

"Hotel, Trivago." Penny added.

Before the Judoon fried her, Florance plugged the MRi in. "Enjoy your victory, Judoon, because you're going to burn with me. Burn in hell!"

To the Judoon's credit, they didn't bat an eye at her theatrics. They pulled the trigger and soon there was a small pile of ash where the alien stood. "Case closed." It said.

"But what did she mean, burn with me? The scanner shouldn't be doing that. She's done something."

The Judoon scanned the MRI. "Scans detect lethal acceleration of monomagnetic pulse."

"That doesn't sound ideal."

"Well, do something!" Martha yelled. "Stop it!"

"Our jurisdiction has ended. Judoon will evacuate."

"What? You can't just leave it. What's it going to do?"

"All units withdraw."

"Bitches." Penny called after the retreating forms.

"You can't go! That thing's going to explode and it's your fault!"

"Martha, for the last time, the Doctor needs CPR! I'd do it but I have no clue!"

Martha finally began CPR. "One, two, three, four, five. One, two, three, four, five." She paused a moment and looked annoyed with herself. "Two hearts!" She started doing compressions on the other side while Penny tried to figure out what to do with the MRI. "One, two, three, four, five. One, two, three, four, five."

Penny was stumbling as she walked closer, about to fall from the lack of oxygen. When she couldn't think of anything that would help (which wasn't shocking, even if she did have her memories, she doubted she would have been educated enough to deal with this), she reached for the plug. She yanked it and the machine powered of. "That was easy." Penny said before promptly slumping to the ground, hitting her head on the machine as she fell.

Penny woke up slowly, not unlike from a coma. Her head was pounding, but slowly stopped. She opened her eyes and she was in her hospital room. "I swear to god if that was some drug induced dream I will yeet myself out of that window." She looked around for the Doctor, but groaned as the other side of the room was empty.

She looked down at herself. She was wearing the clothes from earlier. "Lovely, can check going to the moon and meeting aliens off my bucket list... unless they're already crossed off..." She sighed. "And now I'm talking to myself. Wonderful."

She grabbed her backpack, looking through it for the phone they found with her. She saw the red phone case that looked it had a hand painted infinity sign on it. At least she knew one thing about herself from before, she was a terrible artist.

The time read: 5:13. She'd been asleep for hours. 

She'd been on an adventure, met aliens, and saved a thousand people. And then she took a nap. "Lame." She muttered, reaching for her book that was standing vertically on her bedside table. She had left the book laying flat down. She opened the inside cover.

Penny

Had to leave. Meet me in the court yard at 5.

the Doctor

Looks like she was already late.

She got up, once again pulling the sensors off her arms. She shouldered her bag, holding her book in her right hand and pushing the door of her hospital room open. She pretended that she wasn't a patient with amnesia, and no one questioned her to her surprise. 'The security here is shit. ' She thought for a second, then decided she should have already known that. 'A bunch of aliens got in here no problem. '

The walk to the courtyard was confusing. She wondered why the Doctor wanted to meet up. Hopefully it was to apologize profusely for kissing her. If it wasn't, Penny decided she would have no trouble slapping him.

When she finally made it to the door to the courtyard, she pushed it open harshly. The Doctor stood leaning against a blue police box. "What's up, Doc?" She said.

The Doctor jumped, seemingly shocked. "You're late."

Penny scoffed. "Wow. No 'Are you alright dearest Penelope?' or 'Please forgive me for snogging you and then running away to die.'"

"Right," The Doctor said, "Sorry about that. It was a genetic transfer-"

"To make me seem alien at first glance. I figured it out, thanks." The Doctor rose an eyebrow.

"Cool." He said, then immediately winced. "I'm never saying that again." He walked up to me until we were a meter away from each other. "So, are you coming?"

"Coming where?"

"With me." At Penny's face, he re-spoke. "I travel. Sometimes I bring friends."

"Where do you travel?" Penny asked.

The Doctor grinned. "Oh, all over."

"Through space?"

"Yep! And time."

"I suppose I shouldn't be shocked, you did say you knew Benjamin Franklyn and that my book was a classic 80 years in the future."

"Yeah, I'm not exactly subtle about it." He joked.

Penny thought about it for a minute. Go with a near stranger. Travel through time. Leave behind a life she would never remember. It didn't seem like a proper choice.

"Alright." She spoke finally, making the Doctor grin. "But no more snogging without warning me." The Doctor flushed.

"It was a genetic transfer!"

"Me thinks thou dost protest too much." Penny quoted, having read a few Shakespeare plays during the week before.

The Doctor didn't think he needed to reply as he turned on his heel and walked into the police box. Penny followed.

As she entered, the Doctor watched proudly, but the smug look faded as Penny didn't have a huge reaction. Just a quiet, almost inaudible "Oh." Unlike his past companions, Penny didn't run back outside.

"Nifty." She said, running a hand along the railing before plopping herself down on the jump seat.

The Doctor's jaw dropped. "Nifty?" He repeated incredulously.

"Yeah, are you trying to tell me she's not?"

"What?" The Doctor said, absolutely confused by her actions. "I tell you we're on the moon, you say 'okay.' I tell you aliens are real, you say 'no big deal.' I tell you I am an alien, you say 'just another Friday.' I tell you I travel through time, you say 'I should've known.' Who are you, Penelope?" 

"Eh. Not sure I can answer that, except that I'm a terrible artist. Unless you want my name. Then I can tell you, it's Penelope Vivian Walker. A pleasure to meet you, Doc." She gave a mock bow from where she was seated. "But, as you are the alien and I the human, I do believe I have a few questions."

The Doctor sighed, looking defeated. "Go on then."

"Alright. One, how does the space thing work?" She gestured around the console room. "Two, how big is this place? Three, why did you write in my book instead of waking me up oor waiting for me to wake up?" She paused. "Four, how long has it been for you since the moon? You're a time traveler, for all I know, it could very well have been a year for you. And five, are you gonna bring Martha?" The Doctor blinked. "Oh," Penny added. "I have more questions, but I'll just ask these for now."

The Doctor stared at her for a solid seven seconds before shaking his head. "One, she's a TARDIS, that's Time And Relative Dimensions In Space. She's basically her own dimension. Two she's practically infinite, I haven't found an end, at least." He looked at her to see if she was understanding. Penny was nodding, looking in thought, but not confused. He took a deep breath. "Three, didn't want to wake you."

Penny could tell he was lying.

"Four," He continued. "It's the same day for me." Penny rolled her eyes at the obvious lie, nut didn't point it out. "Five, why would I bring Martha?"

"Why would you bring me?" She countered.

"You saved everyone by undoing that MRI machine."

"I unplugged it, Doc. Marta gave you CPR and saved you."

The Doctor sighed. "I suppose she can come on one trip."

"Am I here for just one trip?" Penny asked.

The Doctor looked at her, trying to find anger, but there was none, only genuine curiosity. "Nah, it's boring here with just me." He said.

"Right, then!" Penny said, standing. "I'm done with questions for now." She looked around the room. "Were you planning on giving me a tour or just having me wondering around getting lost."

The Doctor rolled his eyes with a smile. It would be nice to have someone else aboard.

**Notes for the Chapter:**

> Question of the chapter:  
> What are your thoughts on Penny?
> 
> I love her, but then again, I am rather biased on this subject XD
> 
> Hope you have a fabulous day/morning/night.  
> Until the next chapter!
> 
> -Jamie


	4. The Show Must Go On

**Summary for the Chapter:**

> The Doctor decides Shakespeare is a great idea for an adventure

"This is the kitchen." The Doctor said, opening the seventh door they had come across, it still not being the kitchen.

"Doc, this looks more like a cinema."

The Doctor groaned. "She's moved the rooms around again." He defended himself for the seventh time.

"Doc, maybe I should be leading this tour." Penny smirked, walking up to a random door and opening it, revealing the kitchen. She looked surprised at that before smirking again. "I was kidding, but maybe I should."

The Doctor scoffed. "That was just a lucky guess."

Penny rose an eyebrow. "Maybe we should test this theory of yours, Doc. Maybe test it with about 10 quid?"

The Doctor looked at her, turning his nose up at her. "I don't need to make bets about my own ship." He looked down at her, a smug smile on his face. "15 quid."

Penny grinned. "Deal." She walked down the hallway, the Doctor following her with a smirk on his face. She stopped at a door on the left side. "This, if I'm correct, which I am, is the med-bay." She faced the Doctor, pushing the door open behind her with a lazy smirk.

With the look on the Doctor's face, she knew she was right.

Twenty minutes later, and 15 quid richer, Penny sat in the library, a stack of history books near her.

After the Doctor's defeat, he sulked his way to the console room saying he needed to make repairs. Penny had teased him further, "Before you go, won't you show me to the kitchen?" He had glared at her and stalked off, his skinny frame slumped as if he was a soldier coming home from war.

Penny had figured that since the Doctor was a time traveler, she would need to read up on past events. She was reading about the 1500's when the Doctor came barreling in, not taking note of the girl sitting at a table. He was muttering to himself absentmindedly when Penny cleared her throat. The Doctor jumped in shock, turning to face her, a sour look on his face. "What're you doing here?"

"You invited me." The Doctor looked at her. "I'm just reading up on some history."

The Doctor looked at her, confusion running through his head. Never had a companion acted the way she did. Though, he shouldn't be surprised, nothing she had done had been normal. "Alright." He said, turning back to his search.

"And what are you doing here?" Penny asked, curiosity in her eyes as she smiled.

"A book." He said.

"A book." She repeated. "And what kind of book might that be?"

"... A book you wouldn't know."

Penny laughed, a light sound he hadn't noticed before. "Well, Doc, I'm not sure if you know this, but I don't know many books. Just Good Omens, these history books and a few of Shakespeare's plays. Amnesia, remember?"

The Doctor's eyes brightened. "I know exactly where to bring you!" He ran out of the room, Penny following, a soft smile on her face at her new friend's actions.

In the console room, the Doctor rushed around the console, flipping switches, pressing buttons, spinning around as he did so. He grinned happily, looking like this is where he was meant to be.

Penny sat on the jump seat, bracing herself as she nearly fell over with the tilting and spinning around her. She heard a sound that she felt like she knew, the sound of the TARDIS moving.

She grinned when everything stilled, standing on wobbly feet as she waited to stop being dizzy. It passed in a moment and Penny walked to the double doors where the Doctor was impatiently waiting. "What's out there, Doc?"

"Something exciting, wanna see?" Penny nodded and the Doctor pulled the doors open and Penny's smile widened, taking in the view of what she could only assume was Earth's history.

The Doctor gestured for her to go first, which she did happily. "Amazing." She whispered, looking out on the street before the Doctor grabbed her hand to pull her back..

"Mind your step, Penny." He said as a man emptied his bed pan out a window, it landing where she had been stood moments before. "We're sometime before the invention of the toilet. Sorry about that."

"Why the hell should you be sorry? Look at this place!" She said, waving her arms around her, making the Doctor's hand follow as their hands were still connected.

The Doctor chuckled, letting go of her hand and leading her down the road.

"Are we still in London?" Penny asked.

"I think so."

"And local time?"

"'Round 1599."

"You sure they're not going to cart me off as insane, I'm not exactly blending in with the fashion." She gestured to her skinny jeans and cheap shirt.

"I'm not even human."

"But you look it."

"Nah." The Doctor said, tapping Penny's forehead. "You look Time Lord, we came first."

"That's your species then?" He nodded. "Cool."

"Anyways," The Doctor continued. "Just walk like you own the place, works for me. Besides, you'd be surprised. Elizabethan England, not so different from your time. Look over there." He pointed to a man scooping manure off the streets and piling it into a bucket. "They've got recycling." He put his finger down, now looking on the other side of the street where two men talked around a barrel. "Water cooler moment." Penny snorted, her head snapping to the sound of a preacher.

"And the world will be consumed by flame!" He hollered, nobody listening.

"Global warming." He nudged Penny, who laughed. "Oh yes!" The Doctor said as if just remembering something important. "And Entertainment. Popular entertainment for the masses. If I'm right, we're just down the river by Southwark, right next to-" He stopped, grabbing Penny's hand again as he pulled her into a run. He led them for a bit until stopping, a huge structure ahead of them.

"Oh, yes, the Globe Theatre! Brand new. Just opened." He looked at Penny from the corner of his eye. "Though, strictly speaking, it's not a globe, it's a tetradecagon. Fourteen sides. Containing the man himself."

"Shakespeare?"

"Oh, yes." He let go of her hand only to offer his arm. "Miss Walker, will you accompany me to the theatre?"

Penny sighed, feigning annoyance. "If I must." She looped her arm through his and laughed. 

The pit was smelly, loud, and absolutely perfect, despite a few negative points. Penny stood in front of the Doctor after one too many men "accidently" grabbed her ass. She watched the pay in awe, having not read this particular show before. The Doctor had told her it was Loves Labor's Lost. Penny's eyes never left the stage, the Doctor watched from over her shoulder at the stage, a thoughtful look on his face as he watched.

As the actors took their bows, Penny was sure one of them winked at her, she flushed bright red and smiled back at him, continuing to cheer with the crowd. "I've never seen something so amazing! And all the men dressed as woman!" She laughed.

"London never changes." The Doctor said wistfully, a small smile playing on his face.

"I just wish we could see Shakespeare himself, that would be amazing!"

"Why can't we? What's the point of time travel if you don't meet new people?" He looked around him before looking to the stage, cupping his hands around his mouth and shouting. "Author! Author! Author! Author!" Soon enough, the whole crowd was chanting, and Penny leaned back closer to the Doctor so that she could talk to him over the noise.

"Do people normally do that?" She asked, the Doctor smirked down at her.

"They do now!" Penny laughed, but stopped as the man himself walked on stage.

She took the man in. "He's much prettier than history makes him seem." She said. The Doctor rolls his eyes.

"Genius. He's a genius. The genius. And you're hung up on how pretty he is."

"I never said he wasn't a genius, but his looks don't exactly hurt, do they?" She joked.

He scoffed before becoming excited again, looking to Shakespeare in awe. "The most human human there's ever been. And we get to hear him speak! He always chooses the best words. New, beautiful, brilliant words."

There was a hush over the room as the man opened his mouth.

"Ah, shut your big, fat mouths!"

Penny looked back and up at the Doctor. Penny snorted, almost feeling bad for the Time Lord who looked like he had lost all hope in the world. He looked down to Penny, shocked when she was already looking at him. He schooled his expression into a mild discomfort. "Oh, well." He muttered. "You should never meet your heroes."

Shakespeare went on. "You've got excellent taste, I'll give you that." He looked out across the audience, eyes landing on the man next to them who was obviously wearing a wig. "Oh, that's a wig." He said, causing a laugh to ripple in the audience, and the man to look properly mortified. "I know what you're all saying." He continued. "Loves Labor's Lost, that's a funny ending, isn't it? It just stops. Will the boys get the girls? Well, don't get your hose in a tangle, you'll find out soon." The audience cheered. "Yeah, yeah," He tried to quiet the audience. "All in good time. You don't rush a genius."

Penny looked back to the Doctor, an odd look appearing on his face. She turned back to Shakespeare. "When?" He called to the audience. "Tomorrow night! The premiere of my brand new play! A sequel, no less, and I call it Loves Labor's Won." The audience cheered.

"Loves Labor's Won?" Penny questioned, never having heard of it.

"Exactly." The Doctor agreed. "The lost play. it doesn't exist, only in rumors. It's mentioned in lists of his plays, but never ever turns up. And no one knows why."

"Well," Penny said. "Looks like we're gonna find out then, Doc."

"I suppose so, Penny."

The Doctor managed to track down the inn Shakespeare was staying at, the Doctor led them into the near empty tavern, and there he was, sitting with two other men, a young woman bringing them beers.

"Hello! Excuse me," The Doctor said, walking up to them, Penny standing slightly behind him, watching to see what would happen. "Not interrupting, am I? Mister Shakespeare, isn't it?"

Shakespeare groaned. "Oh, no. No, no, no. Who let you in? No autographs. No, you can't have yourself sketched with me." Penny tried to hold in the laugh that was bubbling up, but he more Shakespeare spoke to the Doctor, the harder it was getting. "And please don't ask where I got my ideas from. Thanks for the interest. Now be a good boy and-" Penny couldn't help the laugh that left her.

Shakespeare's head snapped to her, eyes widening a bit. "Hey, nonny nonny." He smirked. gesturing her closer. "Sit right here next to me." He turned to the other two. "You two get sewing on them costumes. Off you go."

Penny made her way to sit next to him, the Doctor standing across from them.

"Come on, lads. I think our William's found his new muse." The woman led the two young men out.

"Sweet lady." He said to Penny. "Such unusual clothes. So fitted." He ran his eyes down her form.

"You don't look too bad yourself, Shakespeare." She flirted back.

"No, no, don't do that. Don't" The Doctor groaned. He did not need Shakespeare to have another mistress.

The Doctor pulled out a paper and showed it to him. "I'm Sir Doctor of Tardis and this is my companion, Miss Penelope Walker."

Penny looked at the paper, she could tell there were words on it, but it was nearly too blurry for her to read.

"Interesting, that bit of paper. It's blank.

"Oh, that's very clever. That proves it. Absolute genius.

"It's not blank." Penny muttered, confused.

"I say it is." Shakespeare said smugly.

"Psychic paper," He said to Penny, "Oh, I hate starting from scratch."

"Psychic? Never heard that before and words are my trade." He rose a brow at the Doctor. "Who are you exactly?" He glanced back to Penny. "More's the point, who is your delicious consort?"

"Penelope Walker," She offered her hand to shake, but Shakespeare kissed the back of it instead.

"And where would such a beautiful creature hail from?" He asked.

"Er, Penny's from a far off land, Freedonia."

A man burst into the room looking upset. "Excuse me!" He called, walking right up to them. "Hold hard a moment. This is abominable behaviour. A new play with no warning? I demand to see a script, Mister Shakespeare. As Master of the Revels, every new script must be registered at my office and examined by me before it can be preformed!" He said all in one breath.

"Tomorrow morning, first thing, I'll send it round." Shakespeare agreed easily.

"I don't work to your schedule, you work to mine." He huffed. "The script, now!"

"I can't" Shakespeare admitted.

"Then tomorrow's performance is cancelled."

"There's something going one when your around, isn't there?" Penny said, smirking at the Doctor.

"I'm returning to my office for a banning order. If it's the last thing I do, Loves Labor's Won will never be played!" He shouted, slamming the door behind him.

"That's not a good sign." Penny said.

"What isn't?" The Doctor asked.

"He said, 'If it's the last thing I do,' that's a terrible thing to say! Something always goes wrong when people say that."

"I'll prove that wrong if it's the last thing I do." The Doctor joked. Penny rolled her eyes.

"Clearly you have no sense of dramatic irony." The Doctor snickered.

"Well, I suppose we now why Loves Labor's Won never shows up. Kind of a boring reason, donch'a think, Doc?"

A scream was heard from outside. All three rushed out to find the man staggering around, spouting water as if he were a fountain. A gasp left Penny's lips.

"I told you nothing goes right when you say that." Penny whispered.

**Notes for the Chapter:**

> First things first, Martha will be in this story, but she won't join them on the Tardis until the next adventure, sorry if you're disappointed.
> 
> Question of the chapter:  
> I know people are a bit on the fence about Martha, what are your thoughts on her?
> 
> For me, I never really liked how she pushed the Doctor for answers and such. I still really like her, but I could never understand her jealousy towards Rose
> 
> I hope you all liked it, let me know what you think!  
> I'll see you next chapter!  
> -Jamie


	5. Flirting (In 1599) For Dummies

"What's wrong with him?" The Doctor mumbled before turning to Penny. "Stay here." He said. He pushed his way through the crowd that was gathering. "Leave it to me. I'm a doctor."  
Penny stood on the tips of her toes, trying to catch a glimpse, but she couldn't see and do as the Doctor asked.

"It's really his fault." Penny reasoned to himself. "Matchstick man doesn't realize that I'm bloody short." She began walking around the crowd, trying to find a place where she could see. Finally, she found a barrel and scrambled to get on top of it. She saw the man (she believed his name was Lynley) collapse.

The Doctor tried to turn him on his side, but he spewed more water. Penny and the Doctor watched as the man drew his last staggered breath. Penny winced, the Doctor turning to one of the woman who had been working in the tavern. "Good mistress, this poor fellow has dies from a sudden imbalance of the humours. A natural if unfortunate demise." He paused looking around him. "Call a constable and have him taken away."

"Yes, sir." The woman agreed.

"I'll do it, ma'am." A different young woman from the tavern offered. The other woman nodded.

The Doctor turned around, looking for something, walking away from the woman.

As the crowd dispersed, Penny hopped down from the barrel, making her way to the Doctor.

"They never listen!" He said, back facing her. "It's rule one, don't run off!" He scoffed.

Penny tapped his shoulder. He spun around, eyes landing on the person he had been looking for. "I didn't run off. It was a brisk walk at most."

"Where were you?"

She gestured to the barrel. "I was over on the barrel."

"What'd you do that for?" His face scrunched up, looking down at her in confusion and slight concern.

"I wanted to see what was going on, speaking of," Penny said. "What happened? Doesn't imbalance of humors just mean you don't know? I thought you knew everything." She smirked.

"I don't know everything. That would be nearly impossible." He stopped. "How do you know what an imbalanced humor is?"

"One of the doctor's at the hospital had no sense of humor. So I told him he had an imbalanced humor, to which he replied the definition of an imbalance of humor and sent me to get a psychological evaluation."

The Doctor snickered, before sobering. "This lot still have got one foot in the dark ages. If I tell the truth, they'll panic and think it was witchcraft."

"Then what was it, Doc?" She asked.

"Witchcraft."

"Jesus, do you need to be so ominous all the time?"

"I'm not ominous!" He defended himself, grabbing Penny's wrist and leading her back to the tavern.

"I got you a room, Dir Doctor. You and Miss Walker are just across the landing." The matron said.

"Poor Lynley. So many strange events." Shakespeare mourned. "Not least of all, this land of Freedonia where a woman can be a scholar?"

"Where a woman can do what she likes." Penny corrected.

"And you, Sir Doctor." He said, turning his focus on the Time Lord. "How can a man so young have eyes so old?"

"I do a lot of reading." Penny snorted, causing Shakespeare's attention to turn to her.

"A trite reply. Yeah, that's what I'd do." He agreed. "And you? You look at him as an old friend, yet you seem to be unaware of it. He's as much of a puzzle to you as he is to me."

"Obviously he's a puzzle. Practically a Rubix Cube, this one." She said, looking up to the Doctor. "I think I'll head to our room then," She winked at Shakespeare. "Later." She turned on her heel and walked to the room she and the Doctor were to share.

Penny looked at the one bed with distain, it was practically smaller than her bed in the hospital, and it was meant to fit two people. Wonderful. She sighed, walking to a desk in the corner that had a candle on it along with a box of matches. She struck the match and lit the candle, hearing the door open again behind her. She heard the Doctor plop on to the bed.

She turned with the candle in hand. "I don't suppose they'd have tooth brushes."

"Nah, he rummaged in his pocket before pulling up a tooth brush in its packaging. "But I do." He tossed it to her.

"Thanks." She said, setting the candle down on the bedside table. She looked to the bed and saw that the Doctor was nearly in the middle. She rolled her eyes and poked his side. "Budge up, mate." She said. The Doctor moved to the edge so that Penny had room.

"I'm not inclined to believe in witchcraft, Doc."

"Of course not. It's not real."

"If I didn't know better, I'd argue, say something about those Harry Potter books I've heard about." She said, laying on her side, the Doctor doing the same.

"Wait till you read book seven." He said, a grin on his face. "I cried."

"What's it about? I've heard of it, but I didn't have the chance to read them."

"Oh," The Doctor thought a moment. "A boy finds out he's a wizard, goes to a wizarding school, learns spells, defeats bad guys." He said.

"What kind of spells? Abracadabra?" She joked.

"Lumos to make light. Nox to turn the lights off. Expelliarmus to take away someones wand."

"Huh. I might just have to read it." Penny said. "You said it looks like witchcraft, but you also said it isn't."

The Doctor nodded. "There's such a thing as psychic energy, but a human couldn't channel it like that. Not without a generator the size of Taunton and I think we'd have spotted that. No, there's something I'm missing, Penny. Something really close, staring me right in the face and I can't see it." His face grew sad. "Rose'd know. A friend of mine, Rose." He explained. "Right now, she'd say exactly the right thing." He paused, forcing a smile. "Still, can't be helped. You're a novice, never mind. You can't be expected to know, it's your first day."

Penny might not have had memories, but she knew how to tell when someone was upset. Clearly, this was one such time. "I'm sorry she isn't here, Doc." Penny said.

"Yeah, well, she's safe now."

Penny sighed, knowing there was nothing she could do to make him feel better. "You want the light on?" She asked.

The Doctor shook his head. "Nah, go ahead and blow it out."

"Sleep well." She said after she blew the candle out, knowing she wouldn't be getting that much sleep that night.

Surprising no one, Penny was right. She woke up a few hours later, breathing heavily. She sat up, looking around, remembering that she was with the Doctor in 1599. It took her a few minutes for her eyes to adjust. She looked around the dark room, deciding she wouldn't be going back to sleep that night. She slowly got up from the bed, not wanting to wake up the Doctor. She walked to the desk that was facing the window and sat down, looking out to the sky. She wondered which constellations were which.

She sat there for hours, only stopping at the bloodcurdling scream.

She raced out the door as the Doctor woke up, not waiting for him. She raced to open the room opposite her and saw the matron on the ground. She looked up and saw the young woman from the night before hopping out the window on a broom.

"Holy fucking bags of scotch tape."

Shakespeare looked up at her from his desk where (Judging by the quill stuck to his cheek) he had fallen asleep. "What on Earth?" Both heard a cackle as the Doctor entered.

All three looked out the window, seeing the woman silhouetted against the full moon. "What?" Shakespeare asked. "What was that?"

The Doctor knelt down by the matron. "Her heart gave out." He said sadly, his eyes darkening. "She died of fright."

"Doctor?" Penny said. "It was that woman from last night, the one who offered to get the constable."

"What did you see?" He asked, walking up to her.

"I saw her jump out of the window." She said.

Shakespeare sent word for the constable, who took her body away as Shakespeare wrote to her relatives of her death.

"Oh, sweet Dolly Bailey." Shakespeare cried. "She sat out three bouts of the plague in this place when we all ran like rats." He said, wiping a tear from his eye. "But what could have scared her so?" He questioned rhetorically. "She had such enormous spirit."

"Rage, rage against the dying of the light." The Doctor quoted.

"I might use that." Shakespeare said, looking up in interest.

"You can't. It's someone else's." He answered. 

"You said there was no magic, Doc. Someone is trying awful hard to prove you wrong. I mean, that's the perfect witch, too perfect to be real."

"Peter Streete spoke of witches." Shakespeare said quietly.

"Peter Streete?" Penny questioned, turning to the author. 

"Our builder. He sketched the plans to the Globe."

The Doctor lit up. "The architect. Hold on. The architect! The architect! The Globe! Come on!" He grabbed Penny's hand to drag her back to the globe theatre, even though the sun's rays were just beginning to peak out over the horizon.

"The columns there, right? Fourteen sides. I've always wondered, but I never asked. Tell me, Will. Why fourteen sides?" He questioned as soon as they arrived.

"It was the shape Peter Streete thought best, that's all. Said it carried the sound well." William rushed to speak.

"Fourteen. Why does that ring a bell? Fourteen." The Doctor muttered.

"There's fourteen lines in a sonnet, I think. Is that right? Maybe it was ten..." Penny thought aloud.

"No, you were right the first time, it's fourteen, good point. Words and shapes following the same design. Fourteen lines, fourteen sides, fourteen facets. Oh, my head. Tetradecagon. Think, think, think! Words, letters, numbers, lines!"

William scoffed. "This is just a theatre." Penny sputtered. He wrote plays for a living, he more than anyone should know how important theatres were.

"Oh yeah, but a theatre's magic, isn't it? You should know. Stand on this stage, say the right words with the right emphasis a the right time. Oh, you can make men weep, or cry with joy. Change them. You can change people's minds just with words in this place." He said, Penny beaming at him for saying exactly what she was thinking. "But if you exaggerate that." He paused.

"Like the TARDIS, only with ten more sides, and it actually looks its size." Penny joked.   
"Oh. Oh, Penny Walker, I like you." He turned to William. "Tell you what, though. Peter Streete would know. Can I talk to him?" 

"You won't get an answer. A month after finishing this place, lost his mind." William admitted.

"What happened to him?"

"Started raving about witches, hearing voices, babbling. His mind was addled."

"Where is he now?"

"Bedlam." The Doctor's face soured.

"Bedlam?" Penny asked, tilting her head to the side a bit.

"Bethlem Hospital. The madhouse." Forcing a smile.

"We're going to go there. Right now. Come on." He pulled Penny along.

"All the universe at your fingers, and you take me to a madhouse." The Doctor smirked.

"I'm just bringing you home." He said.

Penny narrowed her eyes. "Rude." She scoffed.

William ignored their bickering. "Wait! I'm coming with you. I want to witness this at first hand." Two actors entered the theatre, one of them being the actor that had winked at her the night before. "Ralph, the last scene as promised. Copy it, hand it round, learn it, speak it. Back before curtain up. And remember, kid, project. Eyes and teeth. You never know, the Queen might turn up."

Ralph nodded and then noticed her. He bowed down and kissed Penny's hand that wasn't being held by the Doctor. "Will you be watching the play tonight, beautiful?" He asked.

Penny flushed, not sure how to answer, but it turns out she didn't have to. The Doctor did for her. "Yes, she will be escorted by me."

Ralph's eyes widened and he backed away. "Right, sorry." He said before promptly turning and joining the other actor who was reading the last scene.

"Stop flirting." The Doctor complained, pulling Penny along, William walking beside them.

"If I didn't know you better, I'd say you were jealous." Penny teased, knowing full well that was not the case.

"I'm no-" He sputtered. "I - I'm not jealous!" He glared at her. "We have things to do and I don't need to worry about you becoming a harlet while I'm not watching."

"Me thinks thou dost protest too much." Penny repeated her words from the day before, sending William into hysterical laughter.

"I might have that off you, Spitfire!" He said, calming a bit.

Penny smirked while the Doctor groaned.

"So, tell me of Freedonia, where women can be doctors, writers, actors." William said.

"You are aware of the Queen, are you not?"

"Ah, she's royal. That's God's business." He said, looking at her. "Though you are a royal beauty.

"I'm about seventy percent sure you've got a wife, Will." 

"But Penny, this is Town."

"Penny, quit it." He looked to William. "We can all have a good flirt later."

"Is that a promise, Doctor?" Both William and Penny said, smirking at each other. 

"Oh, fifty seven academics just punched the air." The Doctor groaned. "Now move!" He pulled Penny into a run, William following.

"Does my Lord Doctor wish some entertainment while he waits? I'd whip these madmen. They'll put on a good show for you. Mad dog in Bedlam."

Before the Doctor could respond, Penny cut in. "No, thank you." She said sweetly before the smile dropped off her face as she glared at him. "You sorry sack of shit."

The man paled. "Well-" He tried to save himself from the glares he was receiving from the Doctor and Penny, but realized it was a lost case.

"Well, wait here, my lords, while I make him decent for the lady." 

"This is no hospital." Penny said bitterly. "This is a place of terror for those inside and outside."

"Oh, it's all so different in Freedonia." William scoffed.

"The only thing this place does is scare those who need help away from asking for help."

"I've been mad. I've lost my mind. Fear of this place set me right again. It serves its purpose."

"Thanks for proving my point, Willy."

"You lost your son." The Doctor realized.

"My only boy. The Black Death took him. I wasn't even there." He said, looking down.

"I'm sorry for your loss." Penny said, putting her hand on his shoulder. 

"It made me question everything. The futility of this fleeting existence. To be or not to be." He looked up. "Oh, that's quite good."

"You should write that down." The Doctor said, sending a subtle wink Penny's way.

"Maybe not. A bit pretentious?" He asked, looking to Penny.

"I think it sounds wonderful." William nodded, a small smile on his face.

"This way, my lord!" The keeper said. 

"They can be dangerous, my lord. Don't know their own strength." He warned, trying to get back on their good graces, but he had only made it worse for himself. 

"I think it helps if you don't whip them." He glared at him again. "Now get out!" The keeper did so and the Doctor turned to the hunched figure in the corner. "Peter? Peter Streete?" 

"He's the same as he was. You'll get nothing out of him." William sighed.

"Peter?" The Doctor asked, setting a hand on his shoulder. Peter raised his head, eyes glazed over. The Doctor moved the dand on his shoulder so both of his hands were on either side of his head, fingers holding his forehead. "Peter, I'm the Doctor. Go into the past. One year ago. Let your mind go back. Back to when everything was fine and shining. Everything that happened in this year since happened to somebody else. It was just a story. A Winter's Tale. Let go. That's it. That's it, just let go."

The Doctor lies Peter down on his cot. "Tell me the story, Peter. Tell me about the witches." He said lowly.

"Witches spoke to Peter. In the night, they whispered. They whispered. Got Peter to build the Globe to their design. Their design! The fourteen walls. Always fourteen. When the work was done they snapped poor Peter's wits." 

"Where did Peter see the witches? Where in the city? Peter, tell me. You've got to tell me where were they?" 

"All Hallows Street." 

"Too many words." A witch appeared.

"Holy shit." Penny whispered.

"Just one touch of the heart." The witch said with a cruel glint in her eyes, reaching out to Peter.

"No!" The Doctor yelled, moving forward, but he was too late. The witch pressed her hand to Peter's chest and he fell to the floor, dead. 

"Witch! I'm seeing a witch!" William yelled.

"Now, who would be next, hmm? Just one touch. Oh, oh, I'll stop your frantic hearts. Poor, fragile mortals." She looked at each of them. "Who will die first, hmm?"

"Well, if you're looking for volunteers." The Doctor said, but Penny stepped in front of him.

"Then it's me." She finished the Doctor's sentence.

"Doctor, can you stop her?" William asked, but he wasn't listening.

Instead the Doctor was trying to pull Penny behind him. "I'm not letting you die again." Penny said, standing firm, the Doctor unable to move her.

"Don't be daft, Penelope."

"Says you, Matchstick man!" 

"No mortal has power over me." The witch said, stepping forward.

"Oh, but there's a power in words. If I can find the right one. If I can just know you." The Doctor said, still trying to move Penny, who wouldn't budge. 

"None on Earth has knowledge of us."

"Then it's a good thing I'm here. Now think, think, think. Humanoid female, uses shapes and words to channel energy. Ah! Fourteen! That's it! Fourteen!" He looked at the witch, a wild look in his eyes. "The fourteen stars of the Rexel planetary configuration!" The witch looked horrified. "Creature, I name you Carrionite!"

The witch disappeared.

**Notes for the Chapter:**

> Question of the chapter:  
> Are you a flirt or do you get flustered easily? If you're a flirt, what's your best chat up line?
> 
> I suppose I'm a flirt, that's what I've been told at least. I don't think I am, but I'm very playful, so I guess it comes off that way, lol
> 
> Thanks for making it to the end of yet another chapter. There have been quite a few hints since I started this book, and I'm not sure people have picked up on them, so here's a BIG hint:  
> "Oh yeah, but a theatre's magic, isn't it? You should know. Stand on this stage, say the right words with the right emphasis a the right time."  
> I'm not sure I can say anything else without giving too much away.
> 
> You are all fantastic!!  
> -Jamie


	6. Witches Are Bitches

"Uh, Doc. She just kinda... disappeared."

The Doctor nodded, answering the unasked question. "I named her. The power of a name. That's old magic."

"I'm sure I heard that wrong, Doc. You've already told everyone that magic isn't real." She paused, "At least in the 'Harry Potter' sense, so what's this?"

"This kinda magic is more a different kind of science." He said, "You lot, you choose mathematics. Given the right string of numbers, the right equation, you can split the atom. Carrionies use words instead."

"And let me guess, they use it to take over the world?" Penny asked, arms hugging herself, still upset that they were standing there as Peter lie dead in front of them.

The Doctor nodded grimly, looking over to her, but stopping in confusion when her saw her arms wrapped around herself. "Are you cold?" He asked.

Penny roller her eyes. "Nope."

"Then why..." He trailed off.

Penny huffed, refusing to answer. If he was such a genius, he could figure it out.

The Doctor couldn't figure it out.

They were back at the Inn and Penny and William sat as the Doctor paced, half of his mind on the problem, half of it on what was wrong with Penny, who was sitting by William quietly, thinking.

"The Carrionites disappeared was back at the dawn of the universe. Nobody was sure if they were real or legend."

"Well, I'm going for real." William said, shaking his head in near disbelief.

"So, they want to take over, or something?" Penny asked, speaking up for the first time since they left Peter.

"A new empire on Earth." The Doctor confirmed, nodded his head at Penelope. "A world of bones and blood and witchcraft." He continued.

"How the hell are they gonna do that, then? Kill one person at a time?" Penny snarked.

"I'm looking at the man with the words." The Doctor said, Penny's eyes widening as she realized where he was going.

"Me? But I've done nothing." Clearly, William didn't quite understand.

"You were writing when you fell asleep, yeah?" She asked William, who nodded.

"I needed to finish the play."

"And what do you remember happening in the end, William?" She asked, looking to the Doctor as if asking if that was the right question.

The Doctor nodded at her with a near unnoticeable smile, turning back to William for the answer.

"The boys get the girls," William started. "They have a bit of a dance. It's all as funny and thought provoking as usual." He stopped, looking at Penny and the Doctor. "Except those last few lines. Funny thing is, I don't actually remember writing them."

"That's it!" The Doctor exclaimed. "They used you. They gave you the final words like a spell, like a code. Loves Labor's Won. It's a weapon. The right combonation of words, spoken at the right place, with the shape of the Globe as an energy converter! The play's the thing!" The Doctor quoted, looking to William who looked to be about to ask him something. "And yes, you can have that."

At the Doctor's orders, William brought a (extremely inaccurate) map for him to study. "All Hollows Street. There it is." He looked to Penny, who was studying the path that would take them there. "Penny, we'll track them down. Will, you get to the Globe. Whatever you do, stop that play." Both William and Penny nodded.

"I'll do it." William agreed immediately. "All these years I've been the cleverest man around. Next to you, I know nothing."

The Doctor rolled his eyes. "Oh, don't complain."

"I'm not." William grinned. "It's marvelous. Good luck, Doctor."

"Good luck, Shakespeare. Once more unto the breach." The Doctor quoted once again.

"I like that." William said in the door way as he left before he stopped and looked at the Doctor. "Wait a minute, that's mine."

"Oh, just shift!" The Doctor said, pulling Penny behind him as they made their way to All Hallows Street.

"All Holloes Street, but which house?"

"Based on how you're acting, I'm going to take a wild guess and say that this could change the future."

"Yep." A door creaked open. "Ah, make that witch house."

Penny smacked his arm. "Stick to other forms of comedy, puns aren't your thing." She said.

"Why can't they be my thing?"

"You're no good at them." He gasped in mock offence, walking into the house with Penny right behind him.

They walked up the creaking stairs and found the witch, Lilith. "I take it we're expected." He said.

"Oh, I think Death has been waiting for you for a very long time."

"Doctor, do the naming thing." Penny whispered.

Lilith cackled at that. "The power of a name only works once." She looked to the Doctor, a glint of malice in her eyes that made Penny want to stay in her place behind the Doctor, but she stepped to his side. "Observe." Lilith turned to Penny. "Unable to save her dearest Doctor, hence I name the, Penelope Walker."

Penelope staggered back, the Doctor catching her before she could fall.

"What have you done?" He growled.

Only sleeping, alas. It's curious. The name has less impact. She's somehow out of her time, it seems several times over. And as for you, Sir Doctor. Fascinating. There is no name. Why would a man hide his title in such despair? Oh, but look. There's still one word with the power that aches."

"The naming won't work on me." He scoffed as Penny began to stand on her own.

"But your heart grows cold. The north wind blows and carries down the distant Rose."

"Oh, big mistake. Because that name keeps me fighting." The Doctor said, stepping forward. "The Carrionites vanished. Where did you go?" He demanded.

"The Eternals found the right word to banish us into deep darkness." 

"And how did you escape?" The Doctor asked, not looking behind him where Penny was leaning against a wall for support, trying not to focus on her pounding head. 

"New words. New and glittering, from a mind like no other." 

"Shakespeare." The Doctor realized.

"His son perished. The grief of a genius. Grief without measure. Madness enough to allow us entrance."

"How many of you?" The Doctor focused back on the task.

"Just the three. But the play tonight shall restore the rest. Then the human race will be purged as pestilence." She smirked. "And from this world we will lead the universe back into the old ways of blood and magic." 

"Hmm. Busy schedule." He stepped closer, leaving a meter between him and Lilith. "But first you've got to get past me."

"Oh, that should be a pleasure, considering my enemy has such a handsome shape." She stepped closer, the space between them growing smaller until it was nearly gone.

"Now, that's one form of magic that's definitely not going to work on me." He smirked, arms crossed.

Penny scoffed, typical bloke. Told her not to flirt only to turn around and flirt with the enemy.

"Oh, we'll see." She said, winking at Penny as she plucked a few hairs from the back of the Doctor's head.

"What did you do?" The Doctor asked, confused.

"She used you, Doc. You didn't really think she was going to try and seduce you, did you?" Penny snarked, rolling her eyes.

"Souvenir." Lilith smirked.

"Well, give it back." The Doctor said, pouting like a child. It was safe to say that Lilith did not do that. She flew out the window, looking smugly at the Doctor. "Well, that's just cheating." He complained.

Yeah, Penny scoffed again, if your going to murder countless people and take over the world, at least do it fairly. 

"Behold, Doctor. Men to Carrionites are nothing but puppets."

"Preach it, sister!" Penny yelled, still slumped against the wall. The Doctor turned to glare at her. "What? It's your fault for not realizing what she was doing, it's the second oldest trick in the book! Right after using an H2O scoop, of course."

"What use is your science now?" Lilith mocked, wrapping his hair around a wooded doll which she stabbed.

The Doctor screamed and collapsed. Penny pushed herself off the wall, about to freak out. Then she stopped.

"You have two hearts." She stated.

The Doctor stood up and grinned at her cheekily, before the smile was wiped away, being replaced by a grimace of pain. "Ah! I've only got one heart working. How do you people cope?" Penny would have smacked him if he wasn't hurt. "I've got to get the other one started. Hit me! Hit me on the chest!" Penny smirked, it seemed like she'd get to smack him anyways. She hit his chest. "Dah! Other side." He wheezed. She did so. "Now, on the back, on the back." She did. "Left a bit." She did. He straightened up, looking at Penny happily. "Dah, lovely. There we go. Badda booma!" He looked to Penny, who looked confused by his mere existence. "Well, what are you standing there for? Come one! The Globe!" He reached for her hand and pulled her down the steps after him, leading them out into the streets and turning left.

"This is the wrong way, Doc!" Penny yelled, remembering the map.

"No! This is the right-" They were met with a dead end. The Doctor pulled her the way they had just come. "That's the wrong way!" He yelled.

The were just outside the theatre when a red glow rose from the inside.

"I told the so! I told thee!" The preacher from the day before yelled.

"Shut it, gramps." Penny yelled.

"Stage door!" The Doctor suddenly said, brining them around the side. He pushed the door open and saw William just beginning to wake up. "Stop the play. I think that was it. Yeah, I said, stop the play!" 

"I hit my head." William said drowsily. 

"Yeah, don't rub it, you'll go bald." He said dismissively. "I think that's my cue!" He said, pulling Penny with him on stage, William following wearily. 

"The Doctor. He lives. Then watch this world become a blasted heath! They come. They come!" Lilith said, hold a crystal ball up into the air.

Penny looked up into the red light, were some sort of at creatures were flying to it like moths to a flame.

"Come on, Will! History needs you!" The Doctor said.

"But what can I do?" He asked, terrified.

"Reverse it!" The Doctor said as if it were the simplest thing. 

"How am I supposed to do that?"

"The shape of the Globe gives words power, but you're the wordsmith, the one true genius. The only man clever enough to do it." The Doctor encouraged. 

"But what words? I have none ready!" William denied. 

"You're William Shakespeare!" The Doctor said, throwing his hands in the air in exasperation. 

"But these Carrionite phrases, they need such precision." William said.

Penny had had enough of the bickering. "William, how many words have you created to date?" No answer. "You are the bard. The only person in history who can do this. You're words don't end with you, William. They float around the universe, inspiring and awing those who read your words. I know you can do it. Improvise."

William nodded resolutely, standing a bit straighter. "Close up this din of hateful, dire decay, decomposition of your witches' plot. You thieve my brains, consider me your toy. My doting Doctor tells me I am not!" He began.

The Doctor squeezed Penny's hand, grateful she had helped. 

"Foul Carrionite spectres, cease your show! Between the points..." He looked to the Doctor, looking lost.

"Seven six one three nine oh!" The Doctor supplied.

"Seven six one three nine oh! Banished like a tinker's cuss, I say to thee..." He paused, unable to find a word.

Luckily for them all, Penny was a good listener. "Expelliarmus!" She shouted.

"Expelliarmus!" William repeated, grinning at her.

"Good old JK!" The Doctor shouting, pumping a fist in the air. 

The red portal that had once been ready to bring the Carrionites back was suddenly drawing them in, along with the pages of the play.

"Loves Labour's Won. There it goes." The Doctor said sadly.

The sky cleared and the crowd began to cheer.

"Why am I shocked they think it's special effects?" Penny said after the audience left, shaking her head and pulling her hand out of the Doctor's, crossing her arms over her chest.

"Your effect is special indeed, Spitfire." William said, sitting on the stage beside her. 

"Definitely not your best, Will." Penny said despite a light blush that dusted her face.

The two chatted as the Doctor retrieved the crystal ball.

"And I say, a heart for a hart and a dear for a deer." William finished his joke, Penny laughing.

"If you ever become board of being the Bard, you may think of doing stand up." Penny said.

"What?"

"Becoming a jester." She said, grinning at the grimace that appeared on his face at the thought.

"Oh, come here." He said wrapping an arm around her waist and pulling her close, Penny's face lighting up.

"You and the Doctor match, but should you tire of him, you know where to find me." He said, pulling her in for a hug that Penny gladly reciprocated. 

"Oi!" The Doctor called. "Keep the flirting to a minimum."

William and Penny pulled away from the hug, both with a terrible glint in their eyes.

"Oh, I should probably tell him, shouldn't I will." She said, keeping a straight face as she gazed at the Bard with what she hoped was a love-struck expression.

"Tell me what?" The Doctor questioned, looking between the two and what little space there was between them.

"We are in love, Doctor, isn't it wonderful?" William asked, playing along, turning to Penny. "Shall I compare thee to a summer's day? Thou art more lovely and more temperate." He said.

"I'm going to stay here." Penny said, leaning into William's side, William slipping his arm over her shoulder.

The Doctor's eyes widened and his jaw dropped, looking not unlike a fish. "You- " He started. "You- what?" Be fore either of them could answer, the Doctor snapped out of it. "No." He said, flailing his arms about him. "No, Penelope, you're coming back to the Tardis with me." He said, walking up to them and trying to pull Penny away from William. That's when he noticed the laughing.

Penny was doubled over in laughter, tears in her eyes. William was laughing too, but he was mostly watching Penny in amusement.

"Holy shit, Doc. You should've seen your face!" She said between giggles. It took her quite a bit to stop laughing, every time she thought she was done, she would look back at the Doctor and start laughing again.

"Well," The Doctor said, flushing in embarrassment. "Good props store back there." He tried to change the subject. "I'm not sure about this though," He held up an oddly shaped skull. "Reminds me of a Sycorax."

"Sycorax. Nice word. I'll have that off you as well." William said, still chuckling a bit at the girl who was still laughing.

"I should be on ten percent. Got you this for your head." He tossed him a ruffle that he had been wearing.

Penny was finally calm enough to speak and she explained what it was to William when he looked to her in confusion. "It's a neck brace." She said, trying to get her breath back from laughing so hard.

"Wear that for a few days till it's better, although you might want to keep it. It suits you." The Doctor said cheekily.

"My lost masterpiece." William said wistfully.

"I'm sure you'll have more ideas, William." Penny said, patting his shoulder.

"Oh, but I do." He agreed. "Perhaps it's time I wrote about fathers and sons, in memory of my boy, my precious Hamnet." 

"Hamnet?" Penny questioned.

"That's him." William rose a brow.

"Lovely name." Penny managed in her shock.

"Anyway, time we were off." The Doctor cut in. "I've got a nice attic in the Tardis where this lot can scream for all eternity, and we've gotta get back to Freedonia, a friend of ours is waiting." 

"You mean travel on through time and space." 

"You what?" The Doctor asked, looking to Penny as if she had told him.

"You're from another world like the Carrionites, and Penny is from the future. It's not hard to work out." 

"That's incredible. You are incredible." The Doctor said in awe.

"We're alike in many ways, Doctor." He turned to Penny. "Penny, let me say goodbye to you in verse. Parting is such sweet sorrow."

"That I shall say good night till it be morrow." Penny recited back, taking William off guard. She winked at him. "Feel free to use that, Bard."

He chuckled, "I think I might, Spitfire."

All three's attention was brought to a man stumbling through the entrence, a grin on his face.

"Will!" He yelled.

"Will, you'll never believe it. She's here! She's turned up!" Another man said. 

"We're the talk of the town. She heard about last night. She wants us to perform it again." 

"Who?" Penny asked.

"Her Majesty. She's here."

Penny grinned, happy for her friend. Trumpets sounded and the queen entered.

"Queen Elizabeth the First!"

"Doctor?" She said. Then her eyes flew to Penny. "Vivian?" She narrowed her eyes at the girl. 

"What?" Both the Doctor and Penny said. 

"My sworn enemy." The Queen said, eyes still on Penny. 

"What?" The Doctor asked again.

"Off with her head!" She screeched, pointing at Penny, then looking at the Doctor. "Off with them both!" She decided. 

"What?" 

"No time for that, Doc. I've the funniest feeling we should run." She said pulling the Doctor.

"You're brilliant, William! Live a good life!" She called over her shoulder. 

"Stop that pernicious Doctor and his Vivian."

"Stop in the name of the Queen!"

"What did I do?" Penny asked as she ran.

"How should I know? Haven't even met her yet. That's time travel for you. Still, can't wait to find out." He said. Penny rushed into the time machine. The Doctor smiled as he stood with half his body out the doors. "That's something to look forward to. Ooo!" He yelped as an arrow came flying towards him. He leapt in and closed the door behind him, grinning like mad.

**Notes for the Chapter:**

> Question of the chapter:  
> Do you enjoy reading classical or modern literature more? 
> 
> I've always loved the classics. I spent my childhood reading Emily Dickenson and Edgar Allan Poe... but I tent to prefer most modern novels, though Shakespeare's plays are always fun to read!
> 
> I've finished this without looking up the lines of Shakespeare, what can I say, I'm a huge nerd who has tons of his work memorized :P
> 
> You are all awesome and thank you for reading this far!  
> See you next chapter!  
> -Jamie


	7. If You're Happy And You Know It

**Summary for the Chapter:**

> Martha joins Penny and the Doctor on New Earth.

"So, where should we go next, alien planet?" The Doctor asked, leaning against the console, a smirk on his face.

"Maybe present day London?" Penny asked.

The Doctor made a face. "Why would you want to go there?"

"We have to pick up Martha, Doc."

His eyes widened. "Oh, yes." He began walking around the console, flipping switches. "Pull the green cord, will you?" He asked.

"Penny looked around for a green cord and found it a meter from the Doctor, she walked over and pulled it, giving him an amused look. "Er, well, I thought it was over there?" He said, gesturing to the other side. He got over is quickly and pulled a final lever, sending them back to the future. He walked over to the door. "Out there, back where you started. Well, outside a pub."

"And Martha's out there?" 

"Yep."

"Lead the way, Matchstick man."

"What?"

"Matchstick man."

"What?"

"You're just about as skinny as a Matchstick, so, Matchstick man."

The Doctor scoffed, pulling the doors open and walking out, deciding to ignore her for the time being.

They both walked out and into an alleyway.

"I am not staying in there to be insulted!" They heard a woman screech. 

"She didn't mean it, sweetheart. She was just saying you look healthy." A man said.

"No, I did not. I said orange." A different woman said. Penny snorted. 

"Clive, that woman is disrespecting me. She's never liked me." The first woman said.

Penny walked to the end of the alleyway, the Doctor following. They watched the spectacle.

"Oh, I can't think why, after you stole my husband." The second woman said.

"I was seduced. I'm entirely innocent. Tell her, babe." The first one said. 

"And then she has a go at Martha, practically accused her of making the whole thing up." Penny perked up at Martha's name, looking for her. 

"Mum, I don't mind. Just leave it." Martha begged.

"'Oh. I've been to the moon!'" The first woman mocked. "As if. They were drugged. It said so on the news." Penny resisted the urge to walk over and slap her. 

"Since when did you watch the news? You can't handle Quiz Mania." Penny grinned at the older woman who Penny believed to be Martha's mother. What a woman. 

"Annalise started it. She did. I heard her." A younger woman, a bit younger than Martha said. 

"Tish, don't make it worse." A young man said. Penny assumed they were siblings of Martha's.

"Oh, come off it, Leo. What did she buy you? Soap. A seventy five pence soap." The young woman said. 

"Oh, I'm never talking to your family again!" Annalise screeched. Penny looked her over and agreed with Martha's mother. She did look orange. Annalise stomped off.

"Oh, stay. Have a night out with Clive." Martha's mother said.

"Don't you dare." Clive said. "I'm putting my foot down."

"You coming?" Annalise asked. 

"This is me, putting my foot down." Clive repeated before following her.

"Doing it for the last twenty five years!" Martha's mom said. 

"Please." Clive said, rolling his eyes.

"Clive, stop, now!" Martha's mom ordered. 

"Mum, don't. I-" Martha's sister began, but then followed her mother and brother who were walking to the other two.

Martha was left standing there, looking embarrassed about her family. She looked around her, deciding weather she should follow the others or go home. As she looked around, she met the Doctor's eye.

The Doctor walked back to the TARDIS, Penny following, feeling like she had just watched an episode of 'The Real Housewives.'

"I went to the moon today." Martha said as she turned the corner, seeing the Doctor leaned a gainst the TARDIS.

"A bit more peaceful than down here."

"Oi." Penny warned. "Don't be an arse." 

The Doctor didn't look at her as he responded. "That's coming from you, is it?"

"You never even told me who you are." Martha said, walking closer.

"The Doctor." 

"What sort of species?" She looked at Penny with a small smile. "It's not every day I get to ask that."

"I'm a Time Lord."

"Right! Not pompous at all, then." Martha laughed. 

"I just thought since you helped saved my life and I've got a brand new sonic screwdriver which needs road testing, you might fancy a trip." He said nonchalantly. 

"What, into space?" 

"Well?" The Doctor asked.

Martha grinned, before she shook her head, the smile falling. "But I can't. I've got exams. I've got things to do. I have to go into town first thing and pay the rent, I've got my family going mad."

"If it helps, I can travel in time as well." 

"Get out of here." 

"I can." 

"Come on now, that's going too far."

"I'll prove it." He looked to Penny.

"Yeah, yeah. I'll stay here." She sighed. "Go on then, Doc." She waved him off.

The Doctor grinned, walking into the TARDIS. Penny watched, not having seen the TARDIS move from the outside. She was sure her face resembled a child watching a magician for the first time, but she didn't really care. She watched Martha reach out and poke the air the TARDIS had once occupied.

Soon the TARDIS reappeared, the Doctor stepping out, holding his tie in his hands.

"Told you." The Doctor told Martha smugly. 

"No, but, that was this morning. Did you? Oh, my God. You can travel in time. But hold on. If you could see me this morning, why didn't you tell me not to go in to work?" Martha questioned.

The Doctor shrugged. "Crossing into established events is strictly forbidden." He winked at the two. "Except for cheap tricks." 

"And that's your spaceship?" Martha gestured to the TARDIS. 

"It's called the Tardis. Time and Relative Dimension in Space."

"Your spaceship's made of wood. There's not much room. We'd be a bit intimate." She pointed out, "Especially with three of us." 

"Take a look." The Doctor offered, holding the door open for her. 

Martha walked in, Penny following. "No, no, no." Martha said to herself, running back outside and circling the box. "But it's just a box. But it's huge." She rushed back in, not wanting to be left behind. "How does it do that? It's wood. It's like a box with that room just rammed in." She paused and Penny watched as the Doctor mouthed what she said next. "It's bigger on the inside!" 

"Is it?" The Doctor said, walking to the console. "I hadn't noticed."

Penny shut the door at the Doctor's request, leading Martha to the jump seat.

"You'll want to sit down for the next part."

"Right then, let's get going. Where should we go next, Penny? Past, future, alien planet?"

The Doctor made it clear which one he wanted her to pick. "I think different planet might be fun, don't you, Doc?"

"But is there a crew, like a navigator and stuff? Where is everyone?" Martha asked.

"Just me." The Doctor forced a smile.

"All on your own?"

Penny scoffed. "I should just introduce myself as 'chopped liver' from now on." She muttered, neither Martha nor the Doctor hearing her.

"Well, sometimes I have guests. I mean some friends, travelling alongside. I had. There was recently, a friend of mine. Rose, her name was. Rose. And we were together. Anyways, I have Penny now." 

Penny grinned, glad to be included. 

"Where is she now?"

"Penny?" The Doctor asked. "She's right there." He said, a confused look on his face.

"No," Martha laughed. "Rose." She corrected.

"Oh, she's with her family. Happy. She's fine. She's- Not that you're replacing her." He said hastily. 

"Never said I was." Martha said, eyebrows raised. 

"Just one trip to say thanks. You get one trip, then back home. I'd rather be on my own."

"With Penny." Martha added.

"With Penny." He confirmed.

"As long as Penny's alright with me third-wheeling."

"You're not third-wheeling a relationship that doesn't exist." The Doctor said. 

"You're the one that kissed her." Martha said incredulously.

"That was a genetic transfer." 

"And if you will wear a tight suit, I'm not sure poor Penny even has a choice." Martha teased.

Penny rose an eyebrow, why was Martha looking at how tight his clothes were? 

"Now, don't!" The Doctor said, beginning to get flustered. 

"And then travel all the way across the universe just to ask her on a date." 

"Stop it." The Doctor said, his ears burning red in mortification.

"Let's settle this now," Penny said. "I'm not interested in the Doctor." She glanced at Martha with a smirk. "He's all yours, Martha."

"I'm not interested either." Martha sputtered before she regained her composure. "I'm only interested in those of the human species."

Penny rolled her eyes at the obvious lie, she was lucky the Doctor was oblivious.

"Good. Well, then. Close down the gravitic anomaliser, fire up the helmic regulator. And finally, the hand brake. Ready?" 

"No." Martha said, clutching the sides of the jump seat.

"Off we go." The Doctor flipped a yellow switching, causing a huge jolt. 

"Blimey, it's a bit bumpy."

The Doctor grinned. "Welcome aboard, Miss Jones." 

"It's my pleasure, Mister Smith."

The Doctor parked them somewhere, looking at the two. "Different planet you said?" 

"Oh!" Martha said. "Can we go to yours?"

Seeing the look of discomfort on the Doctor's face, Penny spoke. "Nah, knowing him, he's from some boring place. What about Mars?" She suggested to the oblivious Martha.

"Come on, though." She ignored Penny. "I mean, planet of the Time Lords. That's got to be worth a look. What's it like?" 

"Well, it's beautiful, yeah." The Doctor agreed hesitantly.

"Is it like, you know, outer space cities, all spires and stuff?" Martha asked.

"I suppose it is." He had a small, sad smile on his face. 

"Great big temples and cathedrals!" 

"Yeah." He said looking off into the distance as if he was picturing it all. 

"Lots of planets in the sky?"

"The sky's a burnt orange, with the Citadel enclosed in a mighty glass dome, shining under the twin suns. Beyond that, the mountains go on forever. Slopes of deep red grass, capped with snow." He said, not looking at either of them. 

"Can we go there?" Martha asked, missing the look on the Time Lord's face. 

"Nah." The Doctor denied, snapping out of the trance he's been in. "Where's the fun for me? I don't want to go home. Instead, this is much better." He gestured to the door. "Year five billion and fifty-three, planet New Earth. Second hope of mankind. Fifty thousand light years from your old world, and we're slap bang in the middle of New New York. Although, technically it's the fifteenth New York from the original, so it's New New New New New New New New New New New New New New York. One of the most dazzling cities ever built." 

"Really?" Penny asked. "Where were all the others?"

"Well-" The Doctor said, happy to show off. "There was one on Mars, ironicly,but that was back in the year three billion and seven. Decimated by the ostrich farm a year after being built, unfortunately. There was one on Gateway Six, that was the fourteenth New York. Thirteen was actually uninhabbitabl-"

"Not to interrupt Mr. Textbook, but I want to explore." Martha said, linking her arm through Penny, who grinned at the woman, pulling her out of the Tardis.

"Oh, that's nice. Time Lord version of dazzling." Martha said as they walked into a grimy alleyway.

"Nah, bit of rain never hurt anyone. Come on, let's get under cover!" The Doctor said, either not caring about the state of where they were, or not caring. Penny would bet it was the second thing. 

"Well, it looks like the same old Earth to me, on a Wednesday afternoon." 

"Hold on, hold on. Let's have a look." The Doctor said, stepping up to a broken monitor and pointing his new sonic at it.

"And the driving should be clear and easy, with fifteen extra lanes open for the New New Jersey expressway." A perky woman on the screen said.

The picture changed to a more high-tec version of a city with flying cars. 

"Oh, that's more like it." The Doctor said, eyes lighting up. "That's the view we had last time. This must be the lower levels, down in the base of the tower. Some sort of under-city."

"You've brought me to the slums?"

"Yeah, but slums in the year five billion and fifty-three!" Penny said, moving her arm as she looked around excitedly.

"Much more interesting. It's all cocktails and glitter up there. This is the real city." The Doctor said, happy at least on of his companions got it. 

"You'd enjoy anything." Martha accused with a smile. 

"That's me. Ah, the rain's stopping. Better and better." He stepped out of he ledge they were under, looking around properly for the first time.

"When you say last time, was that you and Rose?" Martha asked. Penny wished she could tell Martha to drop the subject. 

"Er, yeah. Yeah, it was, yeah."

"You're taking me to the same planets that you took her?" Martha asked bitterly.

"What's wrong with that?" The Doctor asked, looking to Penny, trying to see if he was missing something. Penny shrugged, a sympathetic look on her face. 

"Nothing." Martha said. "Just, ever heard the word rebound?"

"Jesus, Martha. We're on an alien planet and you're upset other people have been here before you?" She said jokingly. "It must be great to sight see with you." Martha laughed and Penny internally congratulated herself for diffusing the tension.

Penny jumped when a man opened up a stand that she hadn't noticed before. "Oh! You should have said." The man said happily. "How long you been there?" He asked Penny, who was closest. "Happy. You want Happy." 

Another stand opened up. "Customers. Customers! We've got customers!"

Another opened. "We're in business. Mother, open up the Mellow, and the Read." 

"Happy, Happy, lovely happy Happy!" The first one said.

"Anger. Buy some Anger!" Another one said. 

"Get some Mellow. Makes you feel all bendy and soft all day long." The last one said, looking like she'd had some Mellow herself, whatever that was. 

"Don't go to them. They'll rip you off. Do you want some happy?" The first one said.

Penny backed up, a polite smile looking very forced on her face. "I'm alright, thanks." She said.

"Are they selling drugs?" Martha asked from behind her.

"I think they're selling moods." The Doctor corrected, focused on the man trying to sell Penny 'Happy.' 

"Same thing, isn't it?" Martha asked.

A young woman stumbled in, eyes full of unshed tears, she walked to the third stand, the one that had tried to sell them 'Mellow.'

"Over here, sweetheart! That's it, come on, I'll get you first!" The woman in charge of the stand said. "Come over here, yeah. And what can I get you, my love?" 

"I want to buy Forget."

Penny staggered backwards. Why would anyone chose to forget? 

"I've got Forget, my darling. What strength? How much do you want forgetting?"

Penny's heart sped up. 

"It's my mother and father. They went on the motorway."

Penny backed away as far as she could, nearly bumping into the second stand. 

"Oh, that's a swine. Try this. Forget Forty three. That's two credits."

"She wants to forget her parents?" Penny muttered to herself, feeling tears fill her eyes. She blinked them away, she wouldn't let herself cry for something she couldn't remember.

"Oh, dear." The woman in charge on the stand she was backed against said. "I'm not supposed to do this, but how about I give you a free sample of 'Happy?'"

Before she could protest, the woman stuck a pad that said Happy against her neck, smiling when Penny's devastated face quickly changed into a unnaturally large grin.

"Sorry, but hold on a minute. What happened to your parents?" 

"They drove off."

'Good for them,' Penny thought, a smile on her face.

"Yeah, but they might drive back." 

"Everyone goes to the motorway in the end. I've lost them."

'That's so wonderful!' Penny thought.

"But they can't have gone far. You could find them. No. No, no, don't."

Penny watched the woman stick the pad of 'Forget' on her neck, a slow smile growing on the woman's face. 'Lovely, now we're both happy.' "I'm sorry, what were you saying?" The woman asked.

"Your parents. Your mother and father. They're on the motorway." 

"Are they? That's nice." Penny was glad someone else thought that. "I'm sorry, I won't keep you." The woman left as Penny walked back to the other two, but she was grabbed from behind before she got to them.

"So that's the human race five billion years in the future. Off their heads on chemicals." Martha said, disappointed. 

All the stalls closed up when they saw Penny grabbed, a woman pointing a gun at the Doctor.

"I'm sorry, I'm really, really sorry. We just need three, that's all." The woman said, the Doctor turned at the voice and froze when he say Penny being held back. 

"No, let her go! I'm warning you, let her go! Whatever you want, I can help. Both of us, we can help. But first you've got to let her go." The Doctor tried to negotiate, not seeing that Penny wasn't scared of the two holding her. She looked happy, in fact. 

"I'm sorry. I'm really sorry. Sorry." The man who was holding her back said.

The two dragged Penny through a green door, which Penny decided was a very pretty color.

"Give her some Sleep." The woman said. The man did so.

"Penny!" The Doctor shouted, eyes frantic, he turned to the nearest stall, the one that had given Penny 'Happy.' 

"Thought you'd come back. Do you want some more happy 'Happy?'" The woman said, surprised to see the Doctor instead of Penny. "Oh! You're the man with that girl. She looked sad. Not sad any more, mind you." She rattled on.

"Those people, who were they? Where did they take her?" 

"They've taken her to the motorway." The first man running a stall said.

"Looked like carjackers to me." The woman in the stall in front of them said. 

"I'd give up now, darling. You won't see her again." The woman in the stall that gave 'Forget' said. 

"Used to be thriving, this place. You couldn't move. But they all go to the motorway in the end." The first one replied.

"He kept on saying three, we need three. What did he mean, three?" The Doctor questioned.

"It's the car-sharing policy, to save fuel. You get special access if you're carrying three adults." The third one said.

"This motorway. How do I get there?"

"Straight down the alley, keep going to the end. You canna miss it. Tell you what. How about some happy Happy? Then you'll be smiling, my love." The second one said.

"Word of advice, all of you. Cash up, close down and pack your bags." The Doctor said, angrier than Martha had ever seen someone. 

"Why's that, then?" The third one said.

"Because as soon as I've found her, alive and well. And I will find her alive and well. Then I'm coming back, and this street is closing tonight!"

**Notes for the Chapter:**

> Question of the chapter:  
> Which companion is most like you? I don't mean your favorite, which one do you think acts most like you?
> 
> For me, I'm very tied between Bill and Graham. 
> 
> You all should know how much I love this episode of Doctor Who, I feel like it's one of the few times the Doctor ever talks about Galifrey willingly. He just wishes that he could go back, which always hits me really hard. I'm always near tears by the end. XD
> 
> Hope you are all having a fantastic day/morning/night!  
> -Jamie


	8. Happy, To Help

**Summary for the Chapter:**

> Penny is drugged and kidnapped, yet she rambles to her kidnappers.  
> Meanwhile, the Doctor tries to find her.

Waking up with a splitting headache would normally make Penny annoyed, but she wasn't. She was happy. Having a headache meant that the drug they gave her was wearing off, and that would make anyone happy, right?

"Now you just settle back. It's all going to be worth it." The man said as Penny reached for the sleep patch and took it off. 

"Yeah. The view from the windows. You can see all the way out to the flatlands. Clear blue sky. They say the air smells like apple grass. Can you imagine?" The woman asked.

Penny nodded, smiling. She could, and wasn't that awesome?

The houses are made of wood. There are jobs going in the foundries. Everyone says so."

"Sounds amazing." Penny agreed.

The two looked at her apologetically. "I'm sorry we took you." The woman said, pointing to the gen they had used. "If I'm being honest, which I am," She pointed to a 'Honesty' tab on her neck, "That isn't even a real gun." She sighed. "What's your name?" She asked.

"Penelope Vivian Walker."

"Well, I'm Cheen, and this is Milo." She introduced. "And I swear we're sorry. We're really, really sorry. We just needed access to the fast line, but I promise, as soon as we arrive, we'll drop you off and you can go back and find your friend."

Penny didn't understand why Cheen was so upset. Penny was so happy to be with them, she couldn't imagine a better way to spend her day! She got to go to an alien planet and meet new people.

When Penny didn't speak (she was too busy looking around happily), Milo took the time to explain where she was. "We're on the motor way, Penelope."

Penny looked out her window, excited to see fog, she hadn't seen fog in ages. "And that's fog?" She asked.

"That's the exhaust fumes."

"Oh." Penny said. She looked back out, a new sense of wonder in her eyes.

"We're going out to Brooklyn. Everyone says the air's so much cleaner, and we couldn't stay in Pharmacy Town, because..." 

"Well, because of me. I'm pregnant. We only discovered it last week. Scan says it's going to be a boy."

"Aww. Congratulations!" Penny said, happy for her. "Have you thought of any names yet?"

"I was thinking Milo Jr." The man joked, his wife gently smacked his arm.

"We were thinking Jason and John. We wanted to use names from Old Earth, what do you think?" Cheen asked Penny.

"I like John," Penny said, a soft smile on her face. "My best friend goes by the name John." She paused. "Actually he's my only friend." She felt a wisp of something go through her head, making her headache worsen, but it was quickly gone.

"Really? Was he the man you were with earlier?" Cheen asked.

"Yeah, the tall, skinny one." The soft smile was back on her face as she thought of her friend.

"This'll be as fast as we can. We'll take the motorway to the Brooklyn flyover, and then after that it's going to take awhile, because then there's no fast lane, just ordinary roads." Milo informed his wife.

Penny was so happy to see that they were happy together.

"It's only ten miles." Cheen told Penny.

"How long will that take?" Penny asked.

"About six years." Cheen answered. 

"Six years?" Penny asked, smile dropping for a moment as she felt another whisp go through her head, but it was silenced quickly and Penny was once again perfectly happy.

"Be just in time for him to start school." Cheen said, smiling.

"That's wonderful timing!" Penny agreed, looking back out the window curiously. "There are so many cars, how many do you think?" She asked them.

"I don't think anyone knows. Here we go." She said as the car began to go down, past layers of cars. "Hungry?" She offered her a circular food panel.

"No, thank you though." Penny said. "You said something about a fast lane?"

"Oh, it's right at the bottom, underneath the traffic jam." Milo said. "But not many people can afford three passengers, so it's empty down there. Rumour has it you can reach up to thirty miles per hour." 

"Wow." Penny said, still gazing happily out the window. "Sorry if my questions are odd, I'm not from around her, but how do you live in this place?"

"Oh, we stocked up. Got self-replicating fuel, muscle stimulants for exercise, and there's a chemical toilet at the back. And all waste products are recycled as food." Penny was suddenly very happy she had turned down the offer for food. 

"Cool." Penny said.

"Oh, another gap. This is brilliant!" Milo said, Penny nodded, agreeing. 

"Car sign in." An automated voice said. 

"Car Four Six Five Diamond Six, on descent to fast lane, thank you very much." Milo said proudly.

Penny took a second to memorize the car number, being able to remember things made her happy. 

"Please drive safely." The computer said, Penny was happy it was programed to say that. 

"See? Another ten layers to go. We're scorching." Milo laughed. 

"What's that sound?" Penny asked, hearing a distant grumble. "Sounds like the Tardis." She said, thinking about the blue box. She was happy thinking about the many rooms that fit inside the small box.

"It's that noise, doesn't it?" Cheen said, sounding unhappy. "It's like Kate said. The stories, they're true." 

"What stories?" Penny asked, she loved stories. 

"It's the sound of the air vents. That's all. The exhaust fumes travel down, so at the base of the tunnel they've got air vents." Milo said, also sounding unhappy.

"No, but the stories are much better." Cheen said, happy again. "They say people go missing on the motorway. Some cars just vanish, never to be seen again, because there's something living down there in the smoke. Something huge and hungry. And if you get lost on the road, it's waiting for you." 

"But like I said. Air vents. Going down to the next layer." Milo said.

"You said the fog was exhaust, yeah?" Penny said, happy to realize something before the others.

"Yeah." Milo said.

"If those were air vents, there wouldn't be as much exhaust, yeah?" Penny said, looking out the window at the swirling exhaust.

Milo and Cheen did not seem happy at her revelation.

"Car four six five diamond six, on descent." He spoke into the car radio.

"Fast lane access. Please drive safely." The automated computer voice said. 

"We made it. The fast lane." Milo said, a look of awed happiness on his face.

Milo tapped a button on his dash board.

"Try again." Cheen said.

Milo tapped it again. "Brooklyn turnoff one, closed." The automated computer voice said.

Penny grinned, she'd couldn't remember ever going to Brooklyn, she bet it would be fun.

"Try the next one." Cheen said.

"Brooklyn turnoff two, closed."

"What do we do?" Cheen asked, unhappy. 

"We'll keep going round. We'll do the whole loop, and by the time we come back round, they'll be open." Milo said, also unhappy. 

Penny heard a growl. "Are you sure those are air vents?" She asked.

"What else could it be?" Milo asked. 

"What the hell is that?" Neither of them seemed happy, but that was okay, Penny could be happy for all three of them.

"It's just the hydraulics." Milo said. 

"It sounds like it's alive." Penny said, grinning, maybe she'd get to meet another alien species! 

"It's all exhaust fumes out there. Nothing could breathe in that." Milo said.

"Not all creatures need oxygen." Penny said, happy to inform them. 

"Calling Car four six five diamond six. Repeat, calling Car four six five diamond six." Someone said from the car radio.

"This is Car four six five diamond six. Who's that? Where are you?" Milo responded.

"I'm in the fast lane, about fifty yards behind. Can you get back up? Can you get off the fast lane?" The person did not sound happy. 

"We only have permission to go down. We need the Brooklyn Flyover."

Penny heard a crash from over the radio. She grinned.

"It's closed. Go back up." the person over the radio said unhappily.

"We can't. We'll just go round." Milo said.

"Don't you understand? They're closed. They're always closed." The person said, Penny was happy when she heard them cry.

Penny remembered crying when she couldn't remember anything. But she was happy now, the person could be happy too!

"We're stuck down here, and there's something else out there in the fog." The person continued unhappily. "Can't you hear it?"

Penny was happy that she could.

"That's the air vents." Milo said. 

"Jehovah, what are you? Some stupid kid? Get out of here!" Penny heard another thud over the radio and smiled.

"What was that?" Milo asked, very unhappy.

"I can't move! They've got us!"

"But what's happening?" Milo asked.

"Hang on. It's here. Just drive, you idiots! Get out of here!"

Penny was happy when the audio cut off, the person was making Cheen and Milo unhappy.

"Can you hear me? Hello?" Milo asked.

"Maybe you should do what they said." Penny suggested happily.

"But where?" Milo asked.

"Just straight ahead." Penny said. "They wanted you to do it quickly, too." Penny added, happy to help. 

"What is it? What's out there? What is it?" Cheen asked.

Penny was happy to know that the Doctor probably knew what it was. Penny felt something hit the car. She was happy, it felt like a roller coaster, she couldn't remember going on one, but she was almost certain she had been on one. 

"Go faster!" Cheen shouted. 

"I'm at top speed!" Milo said back.

Penny looked through the windshields, there were dozens on claws reaching out for them, seeing the lights from the car and reaching out. Penny was happy.

"No access above." The computer said. 

"But this is an emergency!" Milo shouted unhappily. 

"Thank you for your call. You have been placed on hold." The police said after Cheen called them.

Penny was happy. She hadn't seen any police out there. They must have taken the day off. 

Penny thought for a moment. Milo and Cheen didn't seem happy about the claws, which she was happy about. That meant she could help them "Turn everything off." She said cheerily.

"You've got to be joking." Milo said.

"No, but I love jokes!" Penny said. "They're looking for the lights and sound that the car gives off. Turn everything off and they won't be able to see us through the exhaust." 

"What if you're wrong?" Milo asked, the least happy she'd seen him.

"Then we'll be dragged down and killed." Penny said, grinning out the window.

Milo turned the car off. Penny didn't feel another jolt.

"They've stopped." Cheen said, a bit happier than before. 

"Yeah, but they're still out there." Milo wasn't happy.

"How did you think of that?" Cheen asked. 

"I'm not sure, but I'm happy I did." She said, shooting a smile at the couple.

"Me too, Penelope." Cheen said. "Do you know what we should do now?" She asked.

"How long do we have until the air runs out?" Penny asked, happy to try and help them. 

"Eight minutes, maximum."

"We wait a bit." Penny said, happy she had eight minutes to think if something.

Penny was happy when she realized that they would have to doge the claws again before turning everything off again.

"How much air's left?" Cheen asked. 

"Two minutes." Milo said.

"We need to dodge the claws again, reload on air. Then we can wait until the Doctor comes to get us, well, you'd know him as John."

"Penelope, no one's coming." Milo said.

Penny was happy, the Doctor would surprise Milo and make him happy.

"He looked kind of nice." Cheen said. 

"He's very nice." Penny agreed. "A bit of a show off though." She said, smiling softly.

"Are you and him..."

"No, he's my best friend. Just met him three days ago." Cheen didn't look very happy. "But this is what he does. He travels all over the universe to help people. We met while he save where I'm from." Cheen looked a bit happier.

"I never even asked. Where's home?" Cheen asked. 

"A long ways away, billions of years back." Penny said.

"So, er, who is he, then, this Doctor?" Milo asked. 

"The nicest person you'll ever meet. Also the most arrogant. But he doesn't mean to be, he's just so clever that it comes off that way."

"I'm not sure I can put my hope in that." Cheen said unhappily.

"But you can, it's easy. The first time we met, he saved half of my planet from death. The next day he saved a whole planet, and I'm sure he'll do the same thing today."

"Right." Milo sighed, but Penny could tell he seemed a bit happier. He turned the car back on and Penny was happy they were dodging claws again. 

"Systems back online." The computer said.

It wasn't too long before Penny heard the Doctor voice come on from the radio. "Oi! Car four six five diamond six. Penny! Drive up!" 

"That's the Doctor." Penny told them, her grin almost hurting her cheeks.

"We can't go up! We'll hit the layer!" Milo said.

Penny felt another wisp in her head. "I've found if he tells you to do something, it won't put you in harm." Penny said. 

"You've got access above. Now go!" The Doctor's voice shouted. 

"It's daylight. Oh my God, that's the sky. The real sky." Cheen said, seeing the sun for the first time in her life. 

"The Doctor will always help those in need." Penny grinned.

"And Car four six five diamond six, I've sent you a flight path. Come to the Senate." The Doctor's voice added. 

"We'll be there soon, Doc." Penny told him. 

"It's been too long since I've seen you, Penny Walker." The Doctor said happily.

Penny was happy it didn't take much longer before they were there. Penny didn't notice the skeletons as she walked in, eyes focused on the form of her best friend. 

"Doc?"

"Over here!" The Doctor called.

Penny ran over, stopping at the tank that held a large face. The moment she saw it, her head cleared.

The smile she'd been wearing all day dropped, and she looked around, seeing the skeletons for the first time. She focused back on the Doctor, who looked crushed as he looked at the face.

Vix, I'm glad to see you again.

"This is the Face of Boe." He told her. "And this is Hame. She's a cat. Don't worry." He paused, looking at her for the first time, drawing her into a hug. "He's the one that saved you, not me." He said. 

"My lord gave his life to save the city, and now he's dying." Hame said.

"No, don't say that. Not old Boe. Plenty of life left." The Doctor pleaded. 

"It's good to breathe the air once more." The face of Boe said. 

Penny pulled away from the hug, kneeling by the face of Boe, giving the Doctor a clear view at the patch on her neck, which he promptly ripped off. "Who is he?" Penny asked, glad the Doctor had taken it off. 

"I don't even know. Legend says the Face of Boe has lived for billions of years. Isn't that right?" He asked the face. "And you're not about to give up now." 

"Everything has its time. You know that, old friend, better than most." The face said.

"The legend says more." Hame said, wiping a tear from her eye.

"Don't. There's no need for that." The Doctor said. 

"It says that the Face of Boe will speak his final secret to a traveler and his Vixen." 

"Yeah, but not yet. Who needs secrets, eh?" The Doctor tried. Penny looked to see his eyes watering. 

"I have seen so much. Perhaps too much. I am the last of my kind, as you are the last of yours, Doctor." Penny reached for the Doctor's hand, trying to give him some sort of comfort.

"That's why we have to survive. Both of us. Don't go." He begged. 

"I must. But know this, Time Lord. You are not alone." Boe said, taking his final breath.

Penny could hear the sobs of Hame and she was anything but Happy.

"You left Martha in Pharmacy Town?" Penny asked, trying not to yawn. She hadn't slept sice Shakespeare.

"It was safer for her there then where I was going." He shrugged.

"So, for her one trip, she was stuck in Pharmacy Town."

"I suppose I could take her on one more." He said.

Penny looked down the alleyway, seeing Martha sat against a wall.

"Oi! Jones!" She shouted, getting the woman's attention.

Martha's head snapped up, grinning when she saw Penny. She got up and raced to her, tackling her in a hug.

"All closed down." The Doctor announced, patting the side of one of the closed stalls.

Penny and Martha, who had been leaning against a wall, telling each other about what happened, walked to the Doctor

"Happy?" Martha asked.

"Happy happy." He mocked the sellers. "New New York can start again. And they've got Novice Hame. Just what every city needs. Cats in charge. Come on, time we were off." He said

"Penny told me about the Face of Boe, what did he mean? You're not alone."

"I don't know." The Doctor said.

"You've got me. Is that what he meant?" Martha asked. 

"I don't think so. Sorry."

"Oh." Martha smirked. "It's about Penny, isn't it?" Martha teased.

Penny snorted. "I think you've got it a bit off, Jones." Penny said. 

"Then what?" Martha asked the Doctor. 

"Doesn't matter." He lied. "Back to the Tardis, off we go."

Penny watched as Martha picked up a foldable chair and sat down, crossing her arms and legs. The Doctor turned around, raising his eyebrows at the woman. He looked to Penny, who shrugged, not knowing what it was about either.

"All right, are you staying?" The Doctor joked. 

"'Till you talk to me properly, yes. He said you are not alone. That implies you think you are. What does that mean?"

Penny regretted telling her. 

"It really doesn't matter." The Doctor insisted, looking to Penny for some sort of help. 

"You don't talk. You never say. Why not?" Martha pressed.

All three paused as they heard the people sing their song, Penelope remembering the words.

"Fast falls the eventide." 

"It's the city." Martha said.

"The darkness deepens."

"They're singing." Martha said, a small smile on her face. 

"Lord, with me abide. When other helpers fail." 

"I lied to you, because I liked it." The Doctor said, refusing to look at either of them. "I could pretend. Just for a bit, I could imagine they were still alive, underneath a burnt orange sky." He looked at Martha before his gaze rested on Penny. "I'm not just a Time Lord. I'm the last of the Time Lords. The Face of Boe was wrong. There's no one else." He admitted.

"What happened?" Martha asked.

"Swift to its close ebbs out life's little day."

"There was a war. A Time War. The last Great Time War. My people fought a race called the Daleks, for the sake of all creation. And they lost." The Doctor took a deep breath. "They lost. Everyone lost. They're all gone now. My family, my friends, even that sky. Oh, you should have seen it, that old planet." His face began to change into one of remembrance. "The second sun would rise in the south, and the mountains would shine. The leaves on the trees were silver, and when they caught the light every morning, it looked like a forest on fire. When the autumn came, the breeze would blow through the branches like a song."

"The darkness deepens. Lord, with me abide."

**Notes for the Chapter:**

> Question of the chapter:  
> Are you a dog person or a cat person?
> 
> I'm a cat person, in fact, my cat is harassing me for pets right now : )
> 
> More stuff:  
> 1\. It is so hard to write nearly a whole chapter while limiting ways to describe people so that you can only use "happy" or "not happy"  
> 2\. This was a really long chapter, guys, it took me ages XD  
> 3\. Next chapter, expect the Doctor to confront Penny about the "Happy" patch
> 
> I hope you all loved the chapter!  
> I need to go sleep  
> -Jamie


	9. Medicine Is The Best Medicine

**Summary for the Chapter:**

> The Doctor confronts Penny on how she had the drug 'Happy.'  
> Penny tries to convince him that it wasn't her fault.

"I'm glad you're back, Penny." Martha said, an arm flung across the other girls shoulders.

"Eh." Penny said. "You'd be fine without me."

"Never said I wouldn't." Martha joked, Penny laughed, leading Martha to the hallway leading away from the console room.

"Penny, could you show Martha her room?" The Doctor asked from his place at the console.

"Sure thing, Doc." She said.

"I have a room?" Martha asked.

"Well, yeah. I assume I have one too, I haven't seen it yet, though." Penny said, shrugging Martha's arm off so she could take he lead. "I'm sure the Doctor will want to give you the full tour, so I'll leave that for later." She ran her hand across the wall, the lights seemed to shine a little brighter.

"How big is this place?" Martha asked as Penny turned a corner, Martha right behind.

"Hella." Penny said, holding back another yawn.

Martha laughed. "You say the strangest things, Penny! sometimes it's like your speaking a different language, I swear!" She said.

"Yeah, it's all apart of my charm." She smirked, stopping in front of a door suddenly. "I do believe this is your room, Miss Jones." She said, gesturing to the door lazily.

"Woah." Martha's face lit up when she opened the door. Penny supposed it was a nice room, definitely not her style.

The walls were red with a gold trim, the bed was a deep red for poster bed. Penny saw a small bookshelf nd desk. The room smelled like a meadow of wild flowers, Penny favorite part about the room.

"Sleep well, Martha." Penny said, closing Martha's door as she stared around her room.

Penny began to walk, but braced herself on a wall when she found it difficult. The pounding in her head that had faded made a vicious comeback. Penny staggered back to the console room, leaning heavily on the wall for support. The lights had dimmed to try and help ease the migraine.

She collapsed a few meters away from the console room.

The Doctor had been standing by console, 'Happy' patch in his hands, when he heard a thud. He followed the sound, shoving the patch into his left pocket.

When he saw wheat caused the thud, he became very worried.

Penny was sure she'd set a new record. Fainting four times in three days, surly she hadn't done that before, or maybe the first twenty three years of her life had been full of dangerous adventures like her life was now. She almost laughed at the thought. She blinked, closing her eyes again at the bright lights. 

When she opened her eyes again, she was focused on finding out where she was, she obviously wasn't in the hallway anymore, she was in a bed. The walls were white, like the hospital. She had an IV in her arm. "Okay." Penny said drowsily, sitting up with a wince. The migraine was still there.

So, the Doctor had dropped her back at the hospital, probably leaving in his time machine for good.

A rather anti-climactic end, Penny thought. She thought that if she ever left, it would be because she was dying and didn't want her friends to see her die.

She could see no other reason for leaving the Tardis life. Even if the Doctor wanted her to leave, she'd probably just hide in the Tardis. He'd said it was infinite, there would be tons for her to do.

"Penny?" A voice asked, snapping her out of her thought.

Penny turned her head to the voice. "Hey Martha." She said. So the Doctor had dropped both of them off?

A door opened before Martha could respond. The Doctor walked in, a pair of glasses perched on his face. "Oh, Penny. You're awake." He said. He'd dropped all three of them off? Wait. That didn't make sense, it was his ship. There was no way he could drop himself off. Unless there were two Doctors?

Oh, that would be a laugh, twice the ego, double the showing off.

Instead of saying any of her thoughts, she snarked the Doctor. "No shit, Sherlock." Penny said, rubbing her forehead.

"Didn't miss that." The Doctor said, rolling his eyes. "Martha, I've got it from here, you should get back to sleep."

"Alright, if you wanted to be alone, that's all you had to say." Martha joked, winking at Penny.

"Yeah, yeah." Penny said. "Go sleep, Jones." It was then Penny realized she was still on the Tardis, only in a different room.

As Martha left, the Doctor turned to her, rummaging in his pocket, tossing something to her. It landed on her bed, Penny reached for it, frowning when she saw it was the 'Happy' patch. "Ugh." She groaned. " I hate that thing." She said, balling it up and putting it on her bed side table.

"Then why did you buy it?" The Doctor asked, making Penny's face scrunch up in confusion. "How did you but it? You don't have any credits." His eyes narrowed.

"I didn't buy it." She said.

He scoffed. "Then how did you get it, hmm? I'm sure they just gave it to you." The Doctor said, standing by her bed condescendingly.

"I don't know why she gave it to me." Penny said slowly, thinking about what had happened. "She said it was a free sample or something, then she stuck it on my neck."

The Doctor blinked, his posture relaxing from the ridged stance he had been in. "Why didn't you take it off?" He asked, much calmer, but still not (ironically) happy.

"I don't know," She said. She thought for a minute. "I think I felt happy, it felt like there was no reason to?" She said, not quite sure of her answer.

The Doctor nodded, pushing his glasses up. "How do you feel now?"

"Like someone hit me over the head with a cricket bat." She said.

"Hm. Well, the IV should be helping any effects from the patch." The Doctor said. "Do you know what else could be causing it?"

"They put a 'Sleep' patch on me." She offered.

The Doctor's eyes darkened. "They should know that mixing patches is dangerous."

"Well, lucky me." Penny deadpanned.

"It'll be hard to tell what the damage is before it's permanent." The Doctor sighed, beginning to pace. "But I do know one way," He said, stopping, facing away from here dramatically. "Those patches jumble the brain, the only way to do damage control is to go through your head."

"What, like a brain scan?"

The Doctor shook his head. "No, those can't look through memories."

"Well then how do we check?" Penny asked, wrapping her arms around herself, something the Doctor noticed.

"Do you trust me?"

"No, I typically run off with people I don't trust." Penny rolled her eyes.

The Doctor sighed and sat down beside Penny o the bed. He reached up and put his fingers on her temple in the same way he had done with Peter. "I can sort through your memories like this." He said, giving her a chance to tell him no.

"Then do it." She shrugged.

Suddenly Penny was back in the alleyway, breathing heavily as the girl asked for 'Forget.' She was being dragged away. She was congratulating her kidnappers, talking about the Doctor, telling them to shut the car down, talking about the Doctor again. She saw everything play out, up until the Doctor took the patch off. Just as suddenly as it begun, it was over.

The Doctor pulled his hands away, getting up and tapping on a monitor near Penny's bed. He turned his head away, but Penny saw his ears go red. "Well," He said, clearing his throat. "I've never seen you not be sarcastic for that long. I don't think there will be any lasting effects, so that's good."

"Does that mean I'm good to go?" Penny asked, already standing up.

"Not quite." The Doctor said, looking at the IV in her arm. "I'll have to remove that before you go anywhere, and you'll need to relax for a few days or so." He pursed his lips. "That means we can't go on any trips for a bit." 

"No," Penny said. "It means I can't go on any trips for a few days. You and Martha are fine." She smirked. "And you still have to make up for leaving her in Pharmacy Town."

The Doctor roller his eyes, taking out the IV painlessly. "I'm sure Martha will want to wait for you."

"I'm sure she wants a chance to get to know you, Doc." Penny said, thinking Martha probably wanted more than getting to know him. She brushed the thought away. "Take her to the past or something. She's been to the future now, and an alien planet. I'll survive being alone for a bit."

"The Doctor thought about it for am moment. "Would you promise to stay in your room and rest?" He finally asked.

"As long as I can go to the library and get some books first." She paused. "And if I can find my room."

"You haven't been to your room yet?" He asked, head tilted to the side.

"Nope." She said, popping the 'p.'

The Doctor sighed. "Well, I suppose I could take Martha to the past. Maybe New York? Philadelphia?" He said, walking to the door, Penny following him.

"Do you have some weird obsession with New York?"

"No!" He defended himself.

"Sure, Doc." She said, poking his side.

The Doctor mock glared at her, leading her to where he believed her room would be.

The walked in a comfortable silence, for Penny at least. The Doctor was on the verge of asking questions about the memories he'd seen, but he didn't want to pry. Before he cold decide whether or not to ask, he saw a new room.

The door was white with black writing at eye level that spelled out, "Penelope" in a fancy script. Penny reached for the door nob, twisting it and pulling the door open.

Penny grinned. The first thing she saw was the color of the walls, a light blue that Penny decided was her favorite color. The bed was deep blue, in contrast. It was a king sized that made Penny want to throw herself onto it. So she did. She could hear the Doctor laugh from the door way and she gestured for him to come in.

"I guess I don't need to stop at the library after all!" She said, looking at the full bookshelves that lined one of the walls.

"I suppose not." The Doctor said, already looking to see which books were there. "You should stat with this one." He said, tossing her a book.

"We'll see, Time Lord." She said, lying down on top of the covers.

The Doctor snorted, walking to the door. "Get some sleep, I'll see you in the morning."

"Liar!" She said. "There is no morning in the Tardis." She said, smirking.

The Doctor rolled his eyes with a smile and left, closing the door behind him.

Penny sat up, looking around her room. There were two doors other then the one that lead to the hall way.

She got up, going to one and pulling it open, seeing a walk in closet full of clothes. The other door lead to a huge bathroom. Penny grinned at the idea of a shower. She closed the bathroom door behind her. She took her clothes off, tossing them in the hamper and stepping in the shower, turning the water on and adjusting the water until it was hot. Perfect.

She picked up the apple scented shampoo and lathered it in her long hair. She took her time in the shower, smelling like green apple when she was done. She turned the water off and dried herself with the fluffiest towel she'd ever seen, wrapping the towel around herself before leaving the bathroom, going to her closet and grabbing a pair of pajamas.

Five minutes later, as she lay in her bed, she felt content for the first time since she woke up in the hospital with no memory.

"Are you my Mummy?" The small boy tilted his head, reaching out a hand.

"No." She said, voice shaking in fear.

"Are you my Mummy? I want my Mummy." The boy said, walking towards her.

"No. Please leave me alone." She said, backing herself against the brick wall.

She squeezed her eyes shut as she felt something grab her hand, but her eyes opened when they realized the hand was too big to be the child.

"Come on Vix, don't just stand there!" A charming voice said, pulling her away.

Penny turned over in her sleep, the dream changing.

"Why am I here again?" She asked, pulling her hair into a pony tail.

"You've gotta give the ship to Mr. Imortal and then get out." A different voice said.

The dream changed again.

"You are the weakest link." A cold and robotic voice said.

She bit her nails, looking away, refusing to watch the girl die.

Penny woke up with a gasp, her head pounding. She shut her eyes tight as she held her head in her hand, feeling a few tears fall from the pain.

Penny stayed curled up that way for hours, the pounding slowly changing to a tapping which finally faded three hours after she'd woken up.

She got out of bed, stretching. She walked to the light switch and blinked at the sudden light. If she was up, she may as well do something productive. She reached for the book the Doctor had given her (Harry Potter and the Philosopher's Stone) and walked to her desk, finding a pad of sticky-notes. She quickly scrawled a note down and left the room, sticking the note on her door as she closed it behind her.

In the kitchen

-Penny

Penny looked through the cupboards, eyes landing on pancake mix. She couldn't remember having pancakes. She looked at the instructions and shrugged, it couldn't be too hard.

As it turns out, pancakes were easy to make. She had a plate in front of her as she read a book that she was quickly becoming obsessed with. She ate quickly, washing her plate when she was done before making herself tea and sitting back down at the counter, going back to the book.

"Thought you said you would stay in your room and rest." The Doctor's voice chimed in from the doorway.

"My room doesn't have food." Penny retorted.

The Doctor walked closer, eyes landing on a plate of pancakes. "You made them?" He asked.

"No need to sound shocked." Penny said, smirking as she put her book down. "I saved those for you and Martha." She nodded to the plate.

The Doctor plated himself a few and sat down with Penny. Unfortunately for Penny, the Doctor didn't like that it was quiet as she read.

"And then I told him, 'Mate, if you're afraid of height, you shouldn't have agreed to paint the Cysteine Chapel celling!'" The Doctor finished his seventh story, looking to see Penny's reaction. Penny being forced to listen and act like what he said was funny, although it wasn't too bad, most of the time they were entertaining.

"Have you decided where to bring Martha?" Penny asked before he could start another story.

"I was thinking Edgar Allan Poe." He said, shrugging and taking his now empty plate to the sink.

"The guy who wrote 'The Fall of the House of Usher?'" Martha asked from the doorway.

"Oh, hey Martha!" Penny said, hoping she could leave the kitchen now that the Doctor had someone else to talk to.

"Yeah, that's him," The Doctor agreed. "Penny, you should read his word, it's brilliant. In fact, I'll show you where they are in the library!" He said excitedly, pulling Penny out of the kitchen, making her leave her book on the counter.

Penny sighed. So much for resting in her room for the day.

**Notes for the Chapter:**

> Question of the chapter:  
> What's your Hogwarts house?
> 
> I'm a Ravenclaw. 
> 
> Sorry it's shorter than usual, next chapter will be Daleks in Manhattan.
> 
> My day's been crazy, I've spent hours trying to upload a chapter of this book onto FanFiction.net, but the chapter keeps showing up wrong, so I've got a head ache from staring at my screen for so long XD
> 
> Hope you're having a fantastic day/morning/night!  
> -Jamie


	10. Three L's And An H

Traveling with the Doctor was exhausting, but only when you were allowed off the Tardis. Penny had been stuck in for three days.

"Can I come on the next trip?" Penny asked as the Doctor checked her vitals, something he had been doing every day since the 'patch incident' as she liked to call it.

"Yep. You're good to go." He said.

Penny could have kissed him, but she settled for a quick hug. "Thanks, Doc. She said, pulling away from the hug and leaving the room before the Doctor could even process that he'd been hugged.

"Where are we?" Martha asked as the Tardis landed.

The three stepped out, Penny walking around immediately. Her gaze landed on a newspaper that she picked up, read the headline and date, and discreetly passed it to Martha.

"Ah, smell that Atlantic breeze. Nice and cold. Lovely. Penny, Martha, have you met my friend?"

"Is that? Oh, my God. That's the Statue of Liberty." Martha said, not looking at the newspaper yet.

"Stunning." Penny said.

"Gateway to the New World. Give me you tired, your poor, your huddled masses yearning to breath free." 

"That's so brilliant. I've always wanted to go to New York. I mean the real New York, not the new, new, new, new, new one."

"It's fifteen 'news', Martha." Penny joked.

"Well, there's the genuine article. So good, they named it twice. Mind you, it was New Amsterdam originally. Harder to say twice. No wonder it didn't catch on. New Amsterdam, New Amsterdam." The Doctor said. 

"I wonder what year it is, because look, the Empire State Building's not even finished yet."

Penny sighed, she gave Martha the newspaper for a reason. She elbowed her lightly, gesturing to the newspaper in Martha's hands as the Doctor obliviously tried to show off. 

"Work in progress. Still got a couple floors to go, and if I know my history, that makes the date somewhere around-"

"November first 1930." Martha said. 

"You're getting good at this." He complimented before he saw the newspaper and snatched in out of her hands, waving it about. "That's cheating!" He complained.

"Eighty years ago. It's funny, because you see all those old newsreels all in black and white like it's so far away, but here we are. It's real. It's now. Come on then, you. Where do you want to go first?"

"Doc, you might want to look at that headline." Penny hinted. 

The Doctor nodded when he saw the headline. He showed it to Martha. "I think our detour just got longer." 

"Hooverville Mystery Deepens." Martha read. She looked to the Doctor. "What's Hooverville?" 

"Herbert Hoover, thirty first President of the USA, came to power a year ago. Up till then New York was a boom town, the Roaring Twenties, and then..." He trailed off, waiting for Martha to finish.

"The Wall Street Crash in 1929." Penny answered instead.

"Yeah." The Doctor said, throwing an odd look Penny's way. "Whole economy wiped out overnight. Thousands of people unemployed. All of a sudden, the huddled masses doubled in number with nowhere to go. So, they ended up here in Central Park." 

"What, they actually live in the park? In the middle of the city?" Martha asked.

"They had no where else to go." Penny shrugged. 

"Ordinary people lost their jobs." The Doctor said as the walked into Hooverville. "Couldn't pay the rent and they lost everything. There are places like this all over America. No one's helping them. You only come to Hooverville when there's nowhere else to go." The Doctor said, agreeing with Penny, but wanting to show off his information.

"You thieving lowlife!" A man yelled. "...for a single loaf!"

"I didn't touch it!" A man yelled back, clearly lying.

"Somebody stole it!" The first man shouted. 

Penny watched a man walk out of a tent. "Cut that out! Cut that out right now!" He said, headed for the fight and pulling the two away from each other.

"He stole my bread!" The first man shouted

"That's enough! Did you take it?" The man from the tent asked.

"I don't know what happened. He just went crazy." The second man lied. 

"That's enough! Now, think real careful before you lie to me." Tent man said.

"I'm starving, Solomon." The second man said softly.

Solomon held his hand out, the man slowly reaching into his coat pocket and handing him the loaf of bread. "We're all starving. We all got families somewhere."

Penny winced. She didn't.

Solomon broke the bread in half, giving one part to each man. "No stealing and no fighting. You know the rules. Thirteen years ago I fought in the Great War. A lot of us did. And the only reason we got through was because we stuck together. No matter how bad things get, we still act like human beings. It's all we got." He said.

The two men wanted to say something, but held back, both walking in different directions to leave. 

"Come on." He told the girls, walking up to the man. "I suppose that makes you the boss around here."

"And, er, who might you be?" Solomon asked, looking at the three.

"He's the Doctor. She's Penny. I'm Martha." Martha introduced.

"A doctor. Huh. Well, we got stockbrokers, we got a lawyer, but you're the first doctor. Neighbourhood gets classier by the day." He said, a smile playing at his lips.

"How many people live here?" Martha asked.

"At any one time, hundreds. No place else to go. But I will say this about Hooverville. We are a truly equal society." He looked between the three. "Black, white, all the same. All starving. So you're welcome, all of you." Suddenly his face grew a bit angry. "But tell me. Doctor, you're a man of learning, right? Explain this to me. That there's going to be the tallest building in the world. How come they can do that, when we got people starving in the heart of Manhattan?"

"So, men are going missing. Is this true?" The Doctor changed the subject.

"It's true all right." Solomon sighed, leading them to his tent.

"But what does missing mean? Men must come and go here all the time. It's not like anyone's keeping a register."

"Come on in." He held the tent flap open for them. "This is different."

"In what way?" Martha asked.

"These people have very little, a bit of food, a blanket. If they wanted to leave they would bring their stuff with them." Penny said. She would know, all of her belongings fit inside of a backpack that was sat in the Tardis. If she ever wanted to leave, there would be no way she would leave it there.

"Someone takes them, at night. We hear something, someone calls out for help. By the time we get there, they're gone like they vanished into thin air." Solomon said, nodding at Penny.

"And you're sure someone's taking them?" The Doctor asked, Penny rolled her eyes.

"Your wife's right, Doctor, when you got next to nothing, you hold on to the little you got. Your knife, blanket, you take it with you. You don't leave bread uneaten, fire still burning."

"Oh, we're not-" The Doctor was cut off by Martha.

"Have you been to the police?" Martha asked. 

"Yeah, we tried that. Another deadbeat goes missing, big deal." Solomon said, shaking his head sadly.

"So the question is, who's taking them and what for?" The Doctor said.

"Solomon!" A man cried from outside the tent before rushing in. "Solomon, Mister Diagoras is here." He said breathlessly.

The four followed the man (who Penny found out was called Frank) to a clearing in the middle of Hooverville.

"I need men. Volunteers. I've got a little work for you and you sure look like you can use the money." Mister Diagorars said.

"Yeah. What is the money?" Frank asked.

"A dollar a day."

"What's the work?" Solomon asked,

"A little trip down the sewers. Got a tunnel collapsed needs clearing and fixing. Any takers?"

"A dollar a day?" Solomon questioned. "That's slave wage. And men don't always come back up, do they." He said, glaring at the man.

"Accidents happen." Diagoras shrugged.

"What do you mean? What sort of accidents?" The Doctor asked.

"You don't need the work? That's fine. Anybody else?" He asked smugly, the Doctor raised his hand, followed by Penny in resignation. "Enough with the questions." He said, then caught eye of Penny, "Though I suppose I could entertain a question from you, Pretty Lady." He smirked at her.

"Oh, no, no, no. We're volunteering. We'll go." The Doctor said before Penny had the chance to piss Diagoras off. 

Martha slowly raised her hand, a glare on her face. "I'll kill you for this." She muttered to the Doctor.

"Anybody else?" Diagoras asked, happy when Frank and Solomon's hands went up as well.

Penny wasn't exactly thrilled to be in the sewer, but she thought it to be about twenty times better than sitting in the Tardis missing out on another trip, so she wouldn't complain.

"Turn left. Go about a half a mile. Follow tunnel two seven three. Fall's right ahead of you, you can't miss it." Diagoras said, passing torches out, hands purposely brushing as he handed one to Penny. 

"And when do we get our dollar?" Frank asked. 

"When you come back up." Diagoras said, smirking.

Penny was so ready to kick him where it would hurt.

"And if we don't come back up?" The Doctor asked, already knowing the answer.

"Then I got no one to pay." He smirked.

"Don't worry, we'll be back." Solomon said, determined.

"Let's hope so." Martha whispered. 

The Doctor stared at Diagoras for a moment, before following the others.

"We just got to stick together. It's easy to get lost. It's like a huge rabbit warren. You could hide an army down here." Frank said as Penny winced at his metaphor which had a possibility of being true.

"So what about you, Frank? You're not from around these parts, are you?"

"Says you." Penny joked. 

"Oh, you could talk." Frank said, smiling at Penny. "No, I'm Tennessee born and bred."

"So how come you're here?"

"Oh, my daddy died. Mama couldn't afford to feed us all. So, I'm the oldest, up to me to feed myself. So I put on my coat, hitched up here on the railroads. There's a whole lot of runaways in the camp, younger than me, from all over. Missouri, Oklahoma, Texas. Solomon keeps a lookout for us." He said, turning to Penny. "So, what about you and your husband and friend? You're a long way from home." He asked.

"We're not together." Penny said, glad it was dark in the sewer and was sure her face was red.

"Yeah, I'm just a hitcher too." She glanced at Penny. "Both of us."

"You stick with me, you'll be all right." Frank said, smiling at Penny.

"A couple of months ago, he was just another foreman. Now, it seems like he's running most of Manhattan." Solomon said.

"How'd he manage that then?" The Doctor asked, grabbing Penny's hand absentmindedly.

"These are strange times. A man can go from being King of the Hill to the lowest of the low overnight. It's just for some folks it works the other way round." Solomon said, frustrated.

Everyone looked at something the Doctor was about to step on. "Woah." The Doctor mumbled, leaning down to look at it, dragging Penny down with him.

It looked like a green jellyfish combined with a lamp.

"Is it radioactive or something? It's gone off, whatever it is." Martha said. The Doctor let go of Penny's hand and picked the thing up. "And you've got to pick it up." She said exasperated. 

"Shine your torch through it." Penny did so. "Composite organic matter." He stood up, Penny doing the same, and turned to Martha. "Martha? Medical opinion?" He asked.

"It's not human. I know that." Martha said, grimacing.

"No, it's not." The Doctor agreed, putting the blob into his pocket, wiping his hands on his coat. "And I'll tell you something else. We must be at least half a mile in. I don't see any sign of a collapse, do you? So why did Mister Diagoras send up down here?" The Doctor said, reaching for Penny's hand only for it to meet air. He looked around for her, not hiding his glare when he saw she was stood next to Frank. 

"Where are we now? What's above us?" Martha asked, oblivious to the Doctor's bad mood.

"Well, we're right underneath Manhattan." The Doctor said, approaching light that was streaming from a man hole.

"We're way beyond half a mile." Solomon corrected. "There's no collapse, nothing."

"That Diagoras bloke, was he lying?"

"Yep." Penny said.

"So why'd he want people to come down here?" Frank asked Penny.

"Solomon, I think it's time you took these two back. I'll be much quicker with just Penny and I." The Doctor said. 

No one had time to say anything when they heard pig-like squeals echoing from around them.

"What the hell was that?" Solomon asked, torch flickering.

"Hello?" Frank asked from beside Penny. 

"Shush." Martha ordered.

"Frank." Solomon warned. 

"What if it's one of the folk gone missing? You'd be scared and half mad down here on your own." Frank said, Penny placing a hand on his shoulder, trying to comfort the scared young man.

"Do you think they're still alive?" The Doctor asked Frank, glaring at him.

"Heck, we ain't seen no bodies down here. Maybe they just got lost." Frank reasoned, Penny sighing. It was never that easy.

Frank winced as they heard more squeals.

"I know I never heard nobody make a sound like that." Solomon said, beginning to grow scared. 

"Where's it coming from? Sounds like there's more than one of them." Frank said.

"This way." The Doctor pointed down one hallway.

"No, that way." Solomon pointed his torch down the other hallway, light catching on a figure curled up in a corner.

"Doc?" Penny said.

"Who are you?" Solomon asked, everyone approaching.

"Are you lost? Can you understand me? I've been thinking about folk lost down-" Frank began, but was cut off by the Doctor. 

"It's all right, Frank. Just stay back. Let me have a look. He's got a point, though, Frank." The Doctor pushed Frank behind him, grabbing Penny's hand as he did so, keeping her beside him. "I'd hate to be stuck down here on my own. We know the way out. Daylight. If you come with us-" The Doctor stopped. The figure was a pig. "Oh, but what are you?" He asked, curiosity sparked.

"Is that, er, some kind of carnival mask?" Solomon asked hesitantly.

"No, it's real. I'm sorry." He turned his focus to the pig-man. "Now listen to me. I promise I can help."

"Doctor? I think you'd better get back here." Martha said, noticing more pigmen joining them in the tunnel. "Doctor!"

"Actually, good point." The Doctor said, going back to the group, pulling Penny with him.

"They're following you." Martha said.

"Yeah, I noticed that, thanks. Well then, Penny, Martha, Solomon, Frank."

"What?" Martha asked.

"Eh? Er, basically, run!" The Doctor yelled, pulling Penny into a run beside him.

"Where are we going?!" Martha asked, beginning to run as the pigmen began chasing them. 

"This way!" The Doctor turned a corner, seeing a latter at the end of the tunnel. "It's a ladder! Come on!" The Doctor sonics the cover, pushing Penny to go first. Then he went, followed by Martha and Solomon.

"Frank! Frank!" Solomon shouted from the latter. "C'mon, Frank! C'mon!"

The pigmen grabbed Frank's legs. Everyone reached to help, but it was too late, he was pulled down, a terrified look on his face.

"No!" The Doctor yelled.

Solomon pushed the Doctor away, slamming the cover down. "We can't go after him." He said.

"We can't just leave him!" Penny shot back.

"No," Solomon said. "I'm not losing anybody else. Those creatures were from Hell. From Hell itself! If we go after them, they'll take us all! There's nothing we can do. I'm sorry." He said sadly. 

"All right, then. Put them up. Hands in the air and no funny business. Now tell me, you schmucks, what have you done with Laszlo?" A voice said from behind. They all turned around, coming face to face with a furious blonde with a gun.

"Who's Laszlo?" Martha asked.

The blonde sat in the chair in her dressing room, holding her revolver. "Laszlo's my boyfriend." She explained. "Or was my boyfriend until he disappeared two weeks ago. No letter, no goodbye, no nothing. And I'm not stupid. I know some guys are just pigs but not my Laszlo. I mean, what kind of guy asks you to meet his mother before he vamooses?" She said, waving the gun around as she spoke.

"Yeah. It might, might just help if you put that down." The Doctor said, looking at the revolver with concern.

"Huh? Oh, sure." She said, tossing the gen down. Everyone winced, thinking it would go off. "Oh, come on. It's not real. It's just a prop. It was either that or a spear." She said, looking at herself in the mirror. 

"What do you think happened to Lazlo?" Martha asked.

"I wish I knew." The blonde sighed. "One minute he's there, the next, zip. Vanished." 

"Listen, ah..." The Doctor said before realizing he didn't know her name. "What's your name?"

"Tallulah." 

"Tallulah." The Doctor repeated. 

"Three Ls and an H." She said. 

"Right." The Doctor said, sharing a look with Penny. "We can try to find Laszlo, but he's not the only one. There are people disappearing every night." 

"And there are creatures. Such creatures." Solomon said.

"What do you mean, creatures?" Tallulah asked. 

"Look, listen, just trust me. Everyone is in danger." The Doctor pulled out the jellyfish thing from his pocket. "I need to find out exactly what this is. Because then I'll know exactly what we're fighting."

"Yuck."

The Doctor had gone to the props room, taking Solomon with him. Martha looked put out that he hadn't asked her to come along.

"He doesn't ask people to come along, he just expects them to." Penny told her.

"He asks you." Martha said.

"Only cause he knows I won't come otherwise." Penny said, shoving Martha to the door. "Go on then."

Martha gave her a grateful smile and left, leaving Tallulah and Penny alone.

"So, who're you?" Tallulah asked Penny as she got ready for her next show.

"Penelope."

"Well, Penelope-" Tallulah started.

"One L no A" Penny said, smirking.

Tallulah laughed, the sound fading as her eyes fell on a rose bud. "Laszlo. He'd wait for me after the show. Walk me home like I was a lady." She said as if it were impossible for her to be considered a lady. "He'd leave a flower for me on my dressing table. Every day, just a single rose bud." 

"And they didn't do anything when you reported him missing?" Penny asked, frowning.

"He's just a stagehand. Who cares? The management certainly don't." She said, sighing.

"Did you try to use any leverage?" Penny asked as Tallulah touched up her makeup.

She scoffed. "What leverage?"

"You're one of the main singers, aren't you?"

"Oh, honey, I got one song in a back street revue and that's only because Heidi Chicane broke her ankle." She looked at Penny. "Which had nothing to do with me whatever anybody says." She said suspiciously. "I can't afford to make a fuss. If I don't make this month's rent, then before you know it, I'm in Hooverville." She sighed.

"That sucks."

"It's the Depression, sweetie. Your heart might break, but the show goes on." She said, looking up as her eyes watered. "Because if it stops, you starve. Every night I have to go out there, sing, dance, keep going, hoping he's going to come back." She looked up, trying to blink away the tears that, should they fall, would ruin her make up and make her start over. 

"I'm sorry this happened to you."

"Hey, you're lucky, though. You got yourself a forward thinking guy with that hot potato in the sharp suit." Penny rolled her eyes.

"We're not a thing." She said.

"Oh, sure you are. I've seen the way you look at each other. It's obvious."

"Nah, besides," She said, smirking. "My friend's got a bit of a thing for him."

"I can tell." She said, grinning slyly.

"He can't." Penny said, grinning with the girl she barely knew. "He's absolutely oblivious. You could be married to him and he still wouldn't know you had feelings for him!" She said, giggling. 

"I'd say he's into musical theatre. What a waste, all the good looking ones, I swear." She joked before getting serious. "Still, you got to live in hope. It's the only thing that's kept me going because, well, look. On my dressing table every day still." She gestured to a white rose bud.

"You think it's him?" Penny asked.

"I don't know. If he's still around, why is he being all secret like he doesn't want me to see him?"

Penny felt a few puzzle pieces fall into place.

**Notes for the Chapter:**

> Question of the chapter:  
> Do you have any Book or TV recommendations? I've run out of things to do during Quarantine.
> 
> If any of you need things to watch, there's Good Omens (there's a book too) as well as The Umbrella Academy.
> 
> Hope you all liked it and are having a wonderful day/morning/night!  
> -Jamie


	11. Penny's Polite Pigmen

"Girls, it's showtime!" Tallulah whispered backstage, pulling Penny along.

"Lois, you spoil my chasse tonight, I'm going to punch you." One girl threatened.

"Aw, quick complaining, Myrna. Go buy yourself some glasses." Another shot back.

"Come on, honey. Take a look. Ever been on stage before?" Tallulah asked, showing her where she could stand so the audience wouldn't see her backstage. 

"Oh, a little bit. You know, Shakespeare." Penny shrugged, non committal. 

"How dull is that?" Tallulah asked before grinning, "Come and see a real show." 

"Ladies and gentlemen. The Laurenzi," A voice said. "Dancing devils, with Heaven and Hell!"

There was applause as the curtains pulled back, all the 'devils' holding their feather fans out to cover Tallulah, as they pulled back, she became the 'angel.'  
And angel that sung. Apparently. "You lured me in with your cold grey eyes, your simple smile, your bewitching lies." She winked to the crowd. "One and one and one is three. My bad, bad angel, the Devil and me. You put the devil in me. You put the devil in me. You put the devil in me. My bad, bad angel, you put the Devil in me."

Penny looked around, seeing a Pigman on the other side of the stage. It was holding a white rose bud.

Penny backed up, looking for the backstage cross between. She knew it was somewhere, she refused to walk on stage and ruin Tallulah's show.

She finally found it behind the canvas background for the stage. There was just enough space for one person and she carefully crossed to the other side.

She quietly walked up to it, but the ground creaked under her foot and alerted the Pigman. It turned around and ran. Penny chased it to the props room.

"Lazlo! Wait!" She called.

The pigman froze and turned to look at her. "My name's Penny, I'm here with a friend who can help you. He's very clever. Do you think you could wait for a minute before you run off? He should be back soon."

For a moment, Penny thought he would stay. But Penny was never that lucky. He turned and ran to the sewer pipe and disappeared down it before Penny could get to him. She looked down and saw Lazlo had dropped the rose bud, she went to pick it up, intent on putting it on Tallulah's dressing room table like Lazlo had planned to.

Of course, nothing was ever that simple with Penny. Before she made it to the door, she felt cold hands hold her back. "Doctor!" She screeched, fighting the hold.

Penny was pulled along the sewers for the second time that day. "I wouldn't suppose you'd let me go if I agreed to follow you peacefully." She said sarcastically. Because noting was going the was Penny thought it would, the two pigmen holding her let her go, staying close in case she wanted to run for it. "Well." Penny said, dusting herself off. "That wasn't very hard, now was it?"

The pigmen had her stand against the wall as a line of people being pushed by pigmen walked past, Frank being one of them.

"Penny." Frank said, dejected.

"You're alive! Everyone thought the worst when..." She trailed off. Penny's polite pigmen gestured for her to join the line.

"Where are they taking us?" Frank asked.

"To the people who made the pigmen." Penny shrugged, guessing.

"How are you so calm?" Frank asked, beginning to shake with fear.

"Because I know that panicking will not help me get out of this situation."

"What are they keeping us here for?"

"I thought it was obvious." Penny said. "They want to make more pigmen." Penny said, looking at her fingernails. There was a single chip of green paint on them that made her question if she used to do her nails a lot.

Penny looked up to see Lazlo 'holding' the Doctor, Martha, and Tallulah. The other pigmen began to get nervous. "Looks like we're meeting the boss." Penny whispered to herself, giving a slight wave to the Doctor.

"What're they doing? What's wrong? What's wrong?" Frank asked, Penny stomped on his foot to get him to shut up.

"Silence. Silence." The most obnoxious robot voice Penny had ever heard sad, rolling into view.

Penny scoffed. Great, she was being held hostage by a great big salt shaker. 

"What the hell is that?" She heard Martha ask.

"You will form a line." It ordered. "Move. Move." 

"Just do what it says, everyone, okay? Just obey." Martha said.

"Yeah," Penny agreed. "Don't do anything stupid." She said, looking straight at the Doctor.

"The females are wise. Obey." The thing said, another one rolling up beside it.

"Report." The new one said.

"These are strong specimens. They will help the Dalek cause." The first Dalek said. 

"Dalek?" Martha asked, now standing beside her in the line.

"That's what they're called." Penny whispered.

"What is the status of the Final Experiment?" The first Dalek, which Penny had affectionately named Dalek 1, said.

"The Dalekanium is in place. The energy conductor is now complete." The second one responded. 

"Then I will extract prisoners for selection." Dalek 1 said.

A pigman pushed an older man forward. "Intelligence scan, initiate." A pause. "Reading brain waves. Low intelligence."

"You calling me stupid?" The man asked, insulted.

"Silence! This one will become a pig slave. Next." The Dalek said.

"No, let go of me. I'm not becoming one of them. No! No." The man yelled hysterically as he was dragged away.

Low intelligence equals pig slave. Wonderful. Penny only hoped that she wasn't too stupid.

"Low intelligence are taken to become pig slaves like me." Lazlo told Tallulah and the Doctor.

"Well, that's not fair." Tallulah said. 

"Shush." The Doctor said, catching Penny's gaze. 

"You're the smartest guy I ever dated." Tallulah whispered, but Penny heard it. 

"And the others?" The Doctor said, not looking away from Penny.

"They're taken to the laboratory." Lazlo said.

What about medium intelligence? Penny asked herself. What if you were right smack-dab in the middle? Would they give you tacos? Anything seemed possible.

"Why? What for?" The Doctor asked, narrowing his eyes at the thoughtful look of Penny's face. She had better not be about to do something stupid.

"I don't know. The masters only call it the Final Experiment." Lazlo said.

Penny resisted the urge to say 'kinky.'

The Dalek scanned Frank. "Superior intelligence."

"Get you, tiger!" Penny whispered jokingly.

The Dalek turned to her. "Intelligence scan, initiate. Superior intelligence. This one will become part of the Final Experiment."

"Is the Final Experiment what kind of tacos people like the best?" Penny asked, stalling for time.

The Dalek said nothing, just stared at her for a moment. "You require tacos?" It asked.

Penny grinned. "Yep, it's a human thing. Before all experiments, humans must eat at least two and three eighths of a taco." She said.

"We are not human. Prisoners of high intelligence will be taken to the transgenic laboratory." The Dalek said.

"Pfft. You're no fun." Penny said.

Penny's polite pigmen instructed her to follow them, as well as Frank, she heard to other footsteps behind them and assumed it was Martha and the Doctor.

"Just keep walking." The Doctor said, walking behind Penny. 

"Lovely of you to join us, mate." She said.

"Yeah, well, you can kiss me later. You too, Frank, if you want." The Doctor said cheekily.

"Once was enough, thanks." Penny said, relaxing slightly now that the Doctor was with her.

The Doctor scoffed.

They were marched to a laboratory, because the day just couldn't get weirder, and they were surrounded by more Daleks and pigmen. Fortunately, the Daleks seemed to be in the low intelligence category because they somehow didn't notice two extra prisoners.

"Report." A Dalek said.

"Dalek Sec is in the final stage of evolution."

"Scan him. Prepare for birth."

"Evolution?" The Doctor asked himself. 

"What's wrong with old Charlie boy over there?" Martha asked from beside the Doctor.

The Doctor nudged Penny. "Ask them." 

"Of course it's me." Penny grumbled. "When isn't it me?" She stepped forward from the line and addressed the Daleks. "Daleks, my dudes, mind telling me what this fascinating Final Experiment is?"

The Doctor was shocked when they didn't shoot her then and there.

"You will bear witness." Dalek 1 said. 

"That's not enough info, mate. What will I be bearing witness to?" Penny asked. 

"This is the dawn of a new age."

"And what age might that be?" She said, walking closer.

"We are the only four Daleks in existence, so the species must evolve a life outside the shell." Penny blinked in confusion. "The Children of Skaro must walk again."

The tube thing stopped smoking, opening to reveal a human Dalek crossbreed. 

"This is the dawn of a new age?" Penny questioned. 

"I am a human Dalek. I am your future." It said, turning to the other three Daleks. "These humans will become like me. Prepare them for hybridisation. "

The Doctor pulled Martha and himself behind equipment as everyone but Penny was manhandled by the pigmen.

Penny's polite pigmen showed her where to go, and just as she was about to do so, music began playing. "What is that sound?" The human Dalek asked.

"Ah, well," The Doctor's voice rang out. "Now, that would be me." The Doctor set his radio down and walked up to the human Dalek. "Hello. Surprise. Boo. Et cetera." He said, a fake cheer in his voice that only Penny seemed to pick up on. Whoever these Daleks were, if the Doctor hated them, so did Penny.

"Doctor." Human Dalek said.

"The enemy of the Daleks." A Dalek said.

"Exterminate." Another said, eye stalk turning to face the Doctor. 

"Wait!" Human Dalek said, putting his arms out to stop the other Daleks. 

"Well, then." The Doctor said, circling the crossbreed. "A new form of Dalek. Fascinating and very clever."

"The Cult of Skaro escaped your slaughter."

"Somehow, I doubt he would've tried to hurt you lot without reason." Penny scoffed under her breath. 

"How did you end up in 1930?" 

"Emergency temporal shift." Human Dalek (Penny decided to call him HD)

"Oh, that must have roasted up your power cells, huh?" The Doctor mocked. "Time was, four Daleks could have conquered the world, but instead you're skulking away, hidden in the dark, experimenting." He pointed a finger at HD. "All of which results in you."

"I am Dalek in human form." HD said. 

"What does it feel like? You can talk to me, Dalek Sec. It is Dalek Sec, isn't it?" He questioned, making Penny think about whether she should call him HD if he already had a name. "That's your name? You've got a name and a mind of your own. Tell me what you're thinking right now."

"I feel humanity." HD confessed.

"Good. That's good." The Doctor said, shell shocked.

"I feel everything we wanted from mankind, which is ambition," Penny nodded. "Hatred, aggression and war. Such a genius for war." Penny stopped nodding. This was not sounding great. 

"No, that's not what humanity means." The Doctor said, eyes narrowing.

"I think it does. At heart, this species is so very Dalek."

"Bitch please." Penny said quietly, not wanting to be killed for her snark.

"All right, so what have you achieved then, with this Final Experiment, eh?" He didn't wait for an answer. "Nothing! Because I can show you what you're missing with this thing. A simple little radio." He held said radio up.

"What is the purpose of that device?" The third Dalek demanded.

"Well, exactly. It plays music." The Doctor fiddled with the dials on it, playing a soft melody. "What's the point of that?" He looked back at Penny. "Oh, with music, you can dance to it, sing with it," He turned back to the Dalek, "Fall in love to it. Unless you're a Dalek of course. Then it's all just noise." He said, pulling his sonic out and aiming it at the radio, a desperate screech coming out of the speakers that distracted the pigmen and Daleks. "RUN!" The Doctor yelled over the sound, tossing the radio and reaching for Penny, running out the door and back into the sewer, everyone else following.

"Come on! Move, move, move, move, move!" The Doctor yelled, leading everyone down the path. He almost runs into Tallulah. "And you, Tallulah, run!" He said, pushing her forward into a run.

"What's happened to Laszlo?" Tallulah asked, noticing he wasn't in the group.

The Doctor got to the latter, making sure Penny was up before telling everyone else to start climbing. When he made it up, he soniced the sewer cap closed.

"These Daleks, they sound like the stuff of nightmares. And they want to breed?" Solomon asked as they explained things to him back in Hooverville.

"They're splicing themselves onto human bodies, and if I'm right, they've got a farm of breeding stock right here in Hooverville. You've got to get everyone out." The Doctor said, looking around and calculating how long it would take to get everyone a safe distance away. 

"Hooverville's the lowest place a man can fall. There's nowhere else to go." Solomon argued.

"I'm sorry, Solomon. You've got to scatter. Go anywhere. Down to the railroads, travel across state. Just get out of New York." The Doctor said.

"There's got to be a way to reason with these things."

"It's not permanent, Solomon. Only until the Doctor can fix this." Penny said, trying to stay calm.

"You ain't seen them, boss." Frank said, looking at Penny worriedly. Penny had been calm as a dagger before, seeing her shaken up made him worry more.

If the Doctor hadn't noticed Penny's anxiety, he noticed Frank shooting heart eyes at his companion. He put his arm around Penny, trying to give her some sort of comfort. "Daleks are bad enough at anytime, but right now they're vulnerable. That makes them more dangerous than ever."

"They're coming! They're coming!" A panicked voice screamed, running up to them. 

"A sentry. He must have seen something." Solomon said.

Penny resisted the urge to roll her eyes. Obviously he's seen something.

"They're here! I've seen them!" The sentry said, panting and trying to get his breath back. "Monsters! They're monsters!"

"It's started." The Doctor mumbled, tightening his grip on Penny absentmindedly. 

"We're under attack! Everyone to arms!" Solomon began passing rifles out.

"I'm ready, boss, but all of you, find a weapon! Use anything." Frank said, looking less panicked then he felt, a trick he seemed to have picked up from Penny.

Of course, a few people didn't want to fight, and Penny couldn't blame them. They ran away, not looking back even as Solomon called for them to stick together.

The pigmen began taking people, holding them hostage.

"We need to get out of the park." Martha said.

"We can't. They're on all sides. They're driving everyone back towards us." The Doctor said, feeling Penny stiffen. 

"We're trapped." Tallulah said softly.

"Then we stand together." Solomon said defiantly. "Gather round. Everybody come to me. You there, Jethro, Harry, Seamus, stay together." He had the armed men make a circle around the women who couldn't protect themselves. "They can't take all of us."

"If we can just hold them off till daylight." Martha pleaded. 

"Martha, this is only the beginning." Penny whispered, the lack of proper sleep making her feel dizzy.

"Oh, my God." Martha said, looking up.

Penny didn't want to look up. She didn't want to see the horrors that made the Doctor hold her tighter against him. If she looked up, she wanted to see beautiful grey rain clouds, not the Dalek that would undoubtedly try and harm her friends. 

"What in this world is?" Solomon asked, Penny still refusing to look up, focusing o the shoes she and the Doctor were wearing. She liked his, she decided, the converse didn't match the suit he wore, but that made it seem perfect for the Doctor.

"It's the devil." The sentry said. "A devil in the sky. God save us all. It's damnation." He said, doing the sign of the cross and praying. 

"Oh yeah?" Frank questioned, feeling like without Penny, someone had to be snarky. "We'll see about that!" He aimed and fired his gun, only for the bullet to bounce off.

"That's not going to work." The Doctor said solemnly.

Penny had a feeling he knew by experience. 

"There's more than one of them." Martha said.

Penny finally looked up, seeing a second Dalek begin to blow up tents. Tents that she knew children had been hiding in.

If there was one thing in the universe that would make Penny snap, it was putting children in harm. She pushed the Doctor's arm off of her and started to evacuate tents, the Doctor not having a chance to stop her before she was gone.

She pushed her way into the third tent and saw three children huddled around a toddler, trying to keep him from crying. Without hesitation, she plucked the toddler up, balancing him on her knee. "You kids need to get to the circle of men, they'll keep you safe." She said, bouncing the toddler, him no longer crying. She ushered them all out right as a Dalek shot that tent, Penny barely getting out before the whole thing erupted in flames. She handed the toddler off to one of the older kids and watched as they ran to the circle.

Penny moved on to the next tent, thankful it was already empty. But she didn't get out quick enough. She say the beam of light and ran out, ignoring the fire that bit at her body, she looked around outside of the tent, all was silent.

"Exterminate." Penny turned around, eyes watering as Solomon fell to the ground, dead.

"No! Solomon!" Frank cried, sinking to his knees.

"They killed him. They just shot him on the spot." Martha whispered.

"Daleks. All right, so it's my turn! Then kill me! Kill me if it'll stop you attacking these people!" The Doctor shouted, rage and tears in his eyes.

Penny shook her head franticly, beginning to stumble to him.

"I will be the destroyer of our greatest enemy." The Dalek stated.

"Then do it! Do it! Just do it! Do it!"

The Doctor sounded as if he were already dead. 

"Exterminate." It said. Everyone waited. "I do not understand. It is the Doctor." The Dalek said to no one. "The urge to kill is too strong." It claimed. There was a long pause. "I obey."

"What's going on?" The Doctor asked as if he weren't about to be killed.

"You will follow." The Dalek ordered.

"No! You can't go." Martha pleased.

Penny stumbled forward a quickly as she could, the Doctor finally catching sight of her and drawing her into a hug. "Don't ever do that again." He whispered lowly. "Are you alright?"

"Just a bit singed." Penny winced.

The Doctor nodded, turning back to Martha. "I've got to go. The Daleks just changed their minds. Daleks never change their minds."

"But what about us?" Martha asked.

"One condition! If I come with you, you spare the lives of everyone here! Do you hear me?" He called out to the Dalek.

"Please don't do anything stupid." Penny whispered to him, grabbing his hand.

"That's coming from you?" He teased, but his eyes were dark, filled with an anger that made Penny pity the Daleks.

**Notes for the Chapter:**

> Hello!  
> Question of the chapter:  
> What was or is your favorite school subject? (Lunch doesn't count, lol)
> 
> I love history and art.
> 
> I'm dead tired, hope you liked the chapter
> 
> bye ya'll!  
> Have a great day or whatever, see you in the next chapter (Where hopefully I can be more articulate)  
> -Jamie


	12. Sandshoes Isn't A Proper Insult

**Summary for the Chapter:**

> Penny's exhausted and her insults aren't as good when she's tired.  
> This is amusing to the Doctor.

Penny and Martha helped bandage the injured, but Penny didn't know much so Martha ushered her off to watch the children, a task Penny gladly accepted.

She saw the kids crowded around the campfire, and for a moment was stunned. These years would form their lives. The older ones would always remember the monsters, and the younger ones would grow up remembering that their nightmares came true.

Penny couldn't remember her child hood, but she would give anything to make them forget the Daleks. To let them be children for just a bit longer.

"Miss?" A kid asked, tugging her pant leg.

Penny looked down at the young girl who she had pushed out of a tent. She knelt down so they were eye level. "Yes, love?" She asked.

"What's going on?" The girl who was no more than five asked.

Penny thought for a second before holding her hand out for the girl to take, bringing her back to the cluster of miserable looking kids. "Hello, everyone," She said, gaining the attention of the kids. "I understand that we're all scared, but I know you can't be left in the dark." She said, trying to put her thoughts together. "The Great War began when one power wanted everyone to obey to them." She began uncertainly. "The creatures you saw want the same thing, and they will do near anything to get it."

Penny felt her heart break at the terrified looks she got. "But this isn't how it ends." Penny said softly. "I know a man who is fighting with them as I say this to you. He will not stop until each of you are safe." She said, trying to be encouraging.

It didn't work. The kids had seen their parents loose their jobs, become homeless, and just when they had begun to grow used to Hooverville, it was attacked.

Penny blinked back tears as Martha walked up to her from behind, coming with news.

"I always wanted to go to the Empire State. Never imagined it quite like this, though." Martha said nervously.

Frank looked around the service lift. "Where are we headed anyway?"

"Where they're still not done building." Penny said, leaning against the wall, barely having the energy to stand. "The top."

"How come those guys just let us through?" Tallulah asked, holding the psychic paper, looking at it closely. "How's this thing work?" 

"Psychic paper." Martha said as Penny snatched the psychic paper from Tallulah. "Shows them whatever I want them to think. According to this, we're two engineers and an architect, and their supervisor." Martha said, looking at Penny in concern. Her face was pale and there were dark bags under her eyes.

The lift 'dinged' and the doors opened. Penny was the last to leave, not excited to be on an unfinished floor several hundred meters in the air when she was scared of heights.

At least, she assumed she was. She couldn't remember encountering heights, but from what she knew, it was one of the most common fears.

"Look at this pace. Top of the world." Tallulah said, looking over the edge. 

Martha ignored her, walking over to a drawing board, glad to see there were several sheet of blueprints in it. "Okay, now this looks good."

Penny would be the first to admit that she stopped paying attention to the conversation, adrenalin fading from the attack at Hoorverville.

From what Martha told her later, Frank figured something out then left and Tallulah wouldn't stop admiring the view.

Apparently, she'd been so out of it, that she'd nearly missed it when the Doctor arrived, but that's where Penny disagreed. There was no way she could have missed the soft 'ding' that meant her bestfriend was there.

Of course, anyone would have noticed his dramatic entrance.

"Doctor!" Martha cried.

"I never thought I'd see you again." Tallulah said, running to Lazlo, who had arrived with the Doctor.

"No stopping me." Lazlo joked, pulling his girlfriend into a hug.

"We've worked it out. We know what they've done. There's Dalekanium on the mast." She paused. "But I think somethings wrong with Penny." she said, eyes going to where Penny leaned against a wall, her eyes on the two as they talked.

"I'll check up on her." He said, about to walk over to her, but the lift door shut with a 'ding' that made the Doctor rush to it, pointing his sonic at it. "No, no, no!" He said, hitting his sonic against the wall in frustration. "Never waste time with a chat." He reminded himself, knowing he'd have to check up on Penny later. "Deadlock seal. I can't stop it." He sighed, looking apologetic. 

"Where's it going?" Martha asked. 

"Right down to the Daleks. And they're not going to leave us alone up here. What's the time?" He asked,

"Er, eleven fifteen." Frank said.

"Six minutes to go." The Doctor mumbled before raising his voice a bit so everyone could hear him. "I've got to remove the Dalekanium before the gamma radiation hits."

"Gammon radiation? What the heck is that?" Tallulah questioned, the Doctor ignoring her and running to the edge, looking down.

"Oh, that's high. That's very. Blimey, that's high." He complained.

"And we've got to go even higher." Martha said, pointing up at the mast. "That's the mast up there, look. There's three pieces of Dalekanium on the base. We've got to get them off." She said, hyping herself up to do it.

The Doctor looked between her and the wooden latter leading up quizzically. "That's not we, that's just me."

"I won't just stand here and watch you!"

"No, you're going to have your hands full anyway." He agreed, wincing at his next words. "I'm sorry, Martha, but you've got to fight."

Penny watched as the Doctor left, holding his sonic in his mouth as he climbed.

"The lift's coming up." Martha announced.

"I should have brought that gun." Frank said.

Lazlo took a step in front of them all. "Tallulah, stay back. You too, Martha. If they send pig slaves, they're trained to kill."

"The Doctor needs me to fight. I'm not going anywhere!" Martha argued.

"They're savages. I should know. They're trained to slit your throat with their bare teeth." He tried to hold up his weapon, a hammer, but he fell over in pain. 

Tallulah dropped down next to him, cradling him in her arms. "Laszlo? What is it?" 

"No, it's nothing. I'm fine. Just leave me."

"Oh, honey, you're burning up. What's wrong with you? Tell me."

Frank scoffed, making Penny want to smack him. "Great. One man down, we ain't even started yet." 

"It's not looking good, Frank." Martha said.

Penny pushed herself off of the wall, forcing her brain to think. "What about the lightning?" She asked softly.

"Nope." Frank answered Martha not hearing Penny.

"We're going to get slaughtered." Martha said, terrified. Thunder crashed overhead and Martha's eyes widened. "Wait a minute. Lightening."

"Fuck, dude." Penny said tiredly. "If only someone had already suggested that." Penny said, having already begun to gather metal pipes from around the room.

Frank and Martha set it up as Penny got all the materials together.

"Aw, you'll be all right, sweetheart." Tallulah said, oblivious to the world around her and Lazlo. "Don't you worry." She looked up. "What the hell are you three clowns doing?"

"Even if the Doctor stops the Dalekanium, this place is still going to get hit. Great big bolt of lightening, electricity all down this building. Connect this to the lift and they get zapped." Martha explained quickly.

"Oh my God, that could work."

"I'm so glad you approve." Penny rolled her eyes.

"Then give us a hand." Frank said.

For the next few minutes they worked in silence, until Tallulah had doubts.

"Is that going to work?"

"It's got to." Martha whispered.

"I've got it all piped up to the scaffolding outside." Frank said as he finished his job.

"Come here, Frank. Just sit in the middle and don't touch anything metal." 

"Yeah." Frank said, joining the four others.

The lift opened as the lightning struck killing all the pigmen inside.

"You did it, Martha." Tallulah cheered as Penny stumbled to the latter the Doctor had gone up. She looked down the edge, surprising herself when she wasn't all too scared of the sight, but that could have been the sleep deprivation.

Halfway up the latter, Penny found his sonic. She bit the inside of her cheek, tucking it into her pocket before going the rest of the way up, seeing one panel still attached and the Doctor lying very still.

"Doctor, if you're dead, I'm going to kill you." Penny said, leaning over him to check his pulse.

"Oh my head." He groaned, opening one eye and opening the other in shock at seeing Penny. When he had seen her, she looked half dead, not that she looked much different then.

Penny grinned, pushing the Doctor back down as she hugged him tight.

"Hi. You survived, then." He said, returning the hug.

"Obviously you useless paperclip." She scoffed, "You only had to get the Dalekanium off, that's it." She said.

The Doctor looked away guiltily. "I'm sorry." He sad as Penny pulled away from the hug.

It took Penny a moment to realize he was apologizing for leaving the last one on, but when she did, she pulled him into another hug. "It wasn't you're fault, you idiot." She whispered.

"The Daleks will have gone straight to a war footing. They'll be using the sewers, spreading the soldiers out underneath Manhattan." The Doctor said, pacing the floor as the others listened to him, Penny having already heard him say this on their way down the ladder.

"How do we stop them?" Lazlo asked, leaned against Tallulah.

"There's only one chance. I got in the way. That gamma strike went zapping though me first." 

"Yeah, but what does that mean?" Martha asked, arms crossed.

"We need to draw fire. Before they can attack New York, I need to face them. Where can I draw them out? Think, think, think, think, think! We need some sort of space. Somewhere safe. Somewhere out of the way." He turned to Tallulah. "Tallulah!"

"That's me. Three Ls and an H." She said, surprised to be addressed.

"The theatre! It's right above them, and, what, it's gone midnight? Can you get us inside?" The Doctor asked. 

"...Don't see why not."

"Is there another lift?" He asked Penny. 

"We used the service lift." She said.

"That'll do." He said, grabbing her hand and pulling her to it. "Allons-y!"

Penny would have considered the journey to the theatre pleasant in other circumstances, but as they were, Penny was on edge and ready to run at the smallest sound. Now that her body was pumped with enough adrenalin to make a blue whale jumpy, she was wide awake.

"This should do it. Here we go." The Doctor said as he open the doors to the seating area, holding them open for Penny.

"There ain't nothing more creepy than a theatre in the dark." Penny disagreed, in the few weeks she'd know the Doctor, she'd decided abandoned placed didn't even rank on her top ten list of creepy things. "Listen, Doctor, I know you got a thing for show tunes, but there's a time and place, huh?" Tallulah said.

Lazlo made his way to one of the seats and nearly collapsed in it, wiping at the sweat that had gathered on his face.

"Laszlo, what's wrong?" Tallulah rushed to his side.

Penny watched the two. It was so obvious they were in love. Penny hoped that someday she would have her own Lazlo... though hopefully they wouldn't be a pigmen.

"Nothing. It's just so hot." 

"But it's freezing in here." Tallulah turned to the Doctor, not leaving Lazlo's side. "Doctor, what's happening to him?"

"Not now, Tallulah. Sorry." The Doctor dismissed.

Penny walked over, putting a hand on Tallulah's shoulder. "The Doctor's thinking about it, I bet. He's working on the Daleks and how to help Lazlo." She said, knowing the Doctor wouldn't let Lazlo suffer. Tallulah turned and hugged Penny, nearly knocking her down.

Penny hesitantly hugged her back, not knowing why she was being hugged, but knowing that sometimes the world looked better from inside someone's arms.

"What are you doing?" Martha asked the Doctor. 

"If the Daleks are going to war, they'll want to find their number one enemy." He said. "I'm just telling them where I am." He held his sonic above his head like a beacon.

He turned to everyone. "okay, next step. Frank," Frank perked up and his name. "Take everyone back to Hooverville."

"No can do, dude." Penny said, still holding Tallulah. "You're stuck with me." 

"I'm telling you to go. Frank can take you back to Hooverville." The Doctor said, looking desperate.

"And I'm telling you I'm not going." Martha said, hands on hips.

"Martha, that's an order. Penny, don't argue with me on this one."

"Who are you, then?" Martha questioned. "Some sort of Dalek?"

Penny winced, seeing the comment make the Doctor stagger back, eyes wide. Before he could retaliate, the doors were busted open. 

"Doctor! Oh, my God!" Tallulah said, moving to help Lazlo sit up so he could see. "Well, I guess that's them then, huh?"

"Humans, with Dalek DNA?"

'And Time Lord.' Penny silently added.

"It's all right, it's all right. Just stay calm. Don't antagonize them." He said, stepping in front of them not-so-subtly.

"But what of the Dalek masters? Where are they?" Lazlo asked, looking like each word hurt him. 

"Speak of the devil and he shall appear." Penny whispered as there was an explosion behind her on the stage. She turned around slowly, her now being in front of everyone. She resisted the urge to wince as she saw HD on his knees on a chain. "The phrase, 'keep him on a short leash' just got a new meaning." She said to herself lowly.

She heard the Doctor pushing his way through the others until he was right behind her. She glared back at him. "Don't do it."

He pushed in front of her.

"You idiot." She whispered from behind him. "You-" She struggled to think of an insult, her brain only running on adrenalin. "You sandshoes." She spat out.

The Doctor raised an eyebrow. "I'll ask you about that later." He decided.

"Not if you're dead."

"The Doctor will cease talking." A Dalek ordered.

"I will? That would be the day."

"The Doctor will stand before the Daleks."

"I'm just a bundle of surprises today." The Doctor said with fake cheer, walking to the stage with a swagger that Penny had come to associate with near death experiences.

"You will die, Doctor. It is the beginning of a new age." A Dalek said.

"Planet Earth will become New Skaro." Another dictated.

"Oh, and what a world. With anything just the slightest bit different ground into the dirt." The Doctor narrowed his eyes, loosing all cheer. "That's Dalek Sec. Don't you remember? The cleverest Dalek ever and look what you've done to him. Is that your new Empire, hmm? Is that the foundation for a whole new civilization?"

"My Daleks, just understand this." HD began. "If you choose death and destruction, then death and destruction will choose you." 

"Incorrect. We will always survive."

"Now we will destroy our greatest enemy, the Doctor." 

"But he can help you." HD pleaded. 

"The Doctor must die." 

"No, I beg you, don't." HD looked at the Daleks, pleading for them to spare both the Doctor and humanity.

The Dalek pointed its beam at the Doctor. "Exterminate!"

Penny ran forward, but was beat by HD, who had jumped in front of the Doctor, collapsing as he was hit. 

"Your own leader." The Doctor spat at the Daleks. "The only creature who might have led you out of the darkness and you destroyed him. Do you see what they did? Huh? You see what a Dalek really is?" He looked back at Penny and Martha, anger faltering as he saw Penny. He turned around, taking a deep breath. "If I'm going to die, let's give the new boys a shot. What do you think, eh? The Dalek humans. Their first blood. Go on, baptize them."

"Dalek humans, take aim." The lead Dalek said, they Dalek-human hybrids turning their guns to the Doctor.

"What are you waiting for? Give the command!" The Doctor ordered, refusing to look back and see the looks on both Martha's and Penny's faces. 

"Exterminate!"

Penny rushed forward to place herself between the Doctor and the Daleks. 

"Exterminate!" It repeated when noting happened.

The Doctor opened his eyes when he smelt green apples. He looked down and saw Penny. The Doctor tensed and moved in front of her.

"Obey. Dalek humans will obey." The lead Dalek ordered.

"They're not firing. What have you done?" Martha asked.

"You will obey. Exterminate."

Penny watched the hybrids, shocked when one of them spoke. "Why?"

"Daleks do not question orders." The Dalek said.

"But why?"

"You will stop this."

"But why?" 

"You must not question." The Dalek said. 

"But you are not our master. And we, we are not Daleks." The hybrid said.

"No, you're not." The Doctor agreed, stepping forward. "And you never will be. Sorry, I got in the way of the lightning strike." He shrugged unapologetically. "Time Lord DNA got all mixed up. Just that little bit of freedom."

"If they will not obey, then they must die." The Dalek shot the hybrid that had spoken. 

"Get down!" The Doctor yelled, pushing Penny down and lying over her in case any shots missed. 

"Exterminate! Exterminate!" The Daleks chanted, the hybrids shooting them.

"Destroy the hybrids. Destroy."

"Exterminate!"

The Doctor watched as a Dalek was killed, another had its head blown up. The last running away.

"It's all right, it's all right, it's all right. You did it. You're free." The Doctor said, running to the remaining hybrids after he had helped Penny up.

Penny clutched her head as she heard a high pitched sound that rang in her head, the hybrids collapsing.

"No! They can't! They can't! They can't! They can't!" The Doctor said, tears welling up.

"What happened? What was that?" Martha's voice shook. 

"They killed them, rather than let them live. An entire species. Genocide." The Doctor ground out.

"Only two of the Daleks have been destroyed. One of the Dalek masters must still be alive." Lazlo said.

"Oh, yes. In the whole universe, just one."

The Doctor walked them back to the laboratory, holding Penny's hand in his as they walked. 

"Now what?" The Doctor asked, stepping in front of Penny when he saw the Dalek.

"You will be exterminated." 

"Yeah, yeah, yeah, yeah." The Doctor said, shrugging. "Just think about it, Dalek what was your name?"

"Dalek Caan."

The Doctor nodded. "Dalek Caan. Your entire species has been wiped out. And now the Cult of Skaro has been eradicated, leaving only you. Right now you're facing the only man in the universe who might show you some compassion. Because I've just seen one genocide. I won't cause another. Caan, let me help you. What do you say?" 

"Emergency temporal shift!" The Dalek disappeared 

The Doctor raced forward, trying to find a way to bring the Dalek back.

"Doctor! Doctor!" Martha called, catching Lazlo as he fell. "He's sick."

The Doctor turned around.

"It's okay. You're all right." Martha looked up to the Doctor. "It's his heart. It's racing like mad. I've never seen anything like it."

"What is it, Doctor? What's the matter with him? He says he can't breathe? What is it?" Tallulah asked, looking like she was about to cry.

"It's time, sweetheart." Lazlo gasped. 

"What do you mean, time? What are you talking about?" Tallulah denied.

"None of the slaves survive for long. Most of them only live for a few weeks. I was lucky. I held on because I had you." He reached up and cupped her face before his hand dropped. "But now, I'm dying, Tallulah."

"No, you're not. Not now, after all this." The tears began to fall as she pleaded with the Doctor. "Doctor, can't you do something?"

"Oh, Tallulah with three Ls and an H, just you watch me." He said, his brain working his way through the problem. "What do I need? Oh, I don't know. How about a great big genetic laboratory?" He said, smirking at Penny. "Oh look, I've got one." He turned back to Tallulah and Lazlo. "Laszlo, just you hold on. There's been too many deaths today."

The Doctor ran over to a table, looking at the various vials before picking three up and mixing them. "Way too many people have died. Brand new creatures and wise old men and age old enemies. And I'm telling you, I'm telling you right now, I am not having one more death! You got that? Not one. Tallulah, out of the way. The Doctor is in." He said, handing the mixture to Lazlo. 

"Well," Frank began after a few hours at Hooverville." I talked to them, and I told them what Solomon would've said, and I reckon I shamed one or two of them." 

"What did they say?" The Doctor asked eagerly, praying the humans had done the right thing for once. 

"They said yes. They'll give you a home, Laszlo." He said, shaking the pigman's hand. "I mean, er, don't imagine people ain't going to stare. I can't promise you'll be at peace but, in the end, that is what Hooverville is for. People who ain't got nowhere else." 

"Thank you. I can't thank you enough." Lazlo pulled Frank into a hug.

The Doctor grinned and slung an arm across Penny's shoulders, steering her and Martha away. 

"Do you reckon it's going to work, those two?" Martha asked.

"I don't know. Anywhere else in the universe, I might worry about them, but New York? That's what this city's good at. Give me your tired, your poor, your huddled masses, and maybe the odd pig slave Dalek mutant hybrid too."

Penny rolled her eyes. "I don't think anything could keep those two apart." She said.

"The pig and the showgirl." Martha said, a grin on her face.

"The pig and the showgirl." The Doctor mused. 

"It just proves it, I suppose. There's someone for everyone." Martha said, looking between Penny and the Doctor with a sly grin.

"Maybe." The Doctor shrugged.

Penny didn't know. She doubted she would meet someone who could make her life feel like an adventure. Traveling in the Tardis was too wonderful to give up for a relationship.

"Meant to say, I'm sorry." Martha said, interrupting Penny's thoughts.

"What for?"

"Just because that Dalek got away. I know what that means to you. Think you'll ever see it again?"

"Oh, yes." The Doctor agreed, wishing it weren't true. "One day."

**Notes for the Chapter:**

> Question of the chapter:  
> What are some nicknames you or your friends have?
> 
> I've been called many things, but Potato lasted for two and a half years. I was also called 'Iggy' for a while.  
> This chapter took me longer to write than I thought, lol
> 
> Hope you all liked it!  
> Have an amazing day/morning/night!  
> -Jamie


	13. Sleep Is For The Weak

**Summary for the Chapter:**

> The Doctor tricks Penny into sleeping and makes a deal.  
> Penny has a reason for not liking to sleep and makes a deal.

Martha had gone to her room as soon as she got into the Tardis, leaving Penny and the Doctor in the console room.

"Sandshoes?" The Doctor asked, breaking the silence.

"What?"

"You called me Sandshoes earlier." The Doctor said, a small smirk on his face.

"I did?" She shrugged. "Well, it's true."

The smirk fell as he frowned down at his shoes. "They're not... sandshoes." He said, looking back up.

"They are."

The Doctor huffed, knowing she would insist they were. "Why do you call me such weird things?"

"Why does Earth orbit the sun?" Penny asked rhetorically.

"Gravity." The Doctor answered anyways.

Penny sighed. "I know why the Earth goes around the sun, Doc."

"Then why did you-?" He cut himself off. "When was the last time you slept?" He asked.

"The night before last." Penny said, shrugging.

"Why didn't you sleep last night?"

"We were dealing with the Daleks, stupid." Penny said, rubbing her eye.

"Oh, right." The Doctor looked away, trying to hide his embarrassed flush, but it didn't work. Penny could see his bright red ears and snickered.

The Doctor finally composed himself. "You look like you're about to fall over with exhaustion." He said, looking at Penny. "How much did you sleep the night before last?" He asked.

"An hour or so." She shrugged.

"Right, the night before that?"

"An hour or so." She repeated.

"And before that?"

"An hour or so."

"How the hell have you been functioning?" He asked himself, shaking his head at Penny.

"Bold of you to assume I can function." She smirked.

The Doctor looked at her and blinked. "Go to sleep." He said at last.

"No can do, Doc." She said, a lazy smirk sitting on her face as she sat in the jump seat.

"Why?" The Doctor challenged.

"I don't listen to people who wear sand shoes." She scoffed.

Penny could've sworn she saw his eye twitch.

He looked her in the eyes and kicked off his shoes. "Go to sleep."

"Nah. 'Ve got better things to do."

"I'll lock you in for the next trip." He threatened.

"Really? Doc, you can lock someone out, not in."

"Ha!" The Doctor said. "That's where you're wrong. I only have to press that lever and then you'd be locked in." He said confidently.

"That's... actually really cool." Penny grinned, pasting a curious look on. "How would you undo it?" She asked.

"Oh," The Doctor thought for a moment, happy she wanted to learn more about the ship. "I'd only have to click that little brown switch over there." He said, pointing to it.

Penny let the curious look drop from her face, a smirk making its way back.

"See?" The Doctor said. "I can lock you in!"

"Penny in the air." Penny said quietly.

"So, go to sleep or I'll lock you-" He stopped and turned to look at Penny.

"Aaand the penny fell." She smirked.

"Penelope Vivian Walker, go to sleep."

"Why?"

"Because I said so."

Penny got up, rolling her eyes as she walked to the hallway. She looked back at his smug face. "If you need me, I'll be in the library." She said, watching his face morph into frustration before running to the library, hearing footsteps behind her.

Penny turned left at the library and kept running, her legs feeling like they would fall off. She opened the door leading to the cinema.

The room was just big enough that you could play a good game of hide and seek. Penny picked the first Harry Potter film, having finished the first three books. She sat down on the nicest sofa she'd ever seen and clicked play.

The movie was almost done when the Doctor found her.

"I don't say this often." The Doctor began, turning the movie off, ignoring Penny's protests. "But what the fuck, Penny?"

"Oh, I thought you'd seen the movie." Penny said, feigning innocence.

The Doctor sighed, sitting next to Penny on the sofa. "You're a mess." He said, putting the movie back on.

"I thought you wanted me to sleep?" Penny asked. "I thought I'd take longer for you to give up."

"Never said I gave up. Now hush." He looked at the screen. "I'm trying to watch."

Penny turned back to the movie.

Penny's eyes shot open. She blinked back the tears and nuzzled her face back into her pillow, but it wasn't her pillow. Penny was too sleep deprived and sleepy to notice this of course, and she dismissed the thought and tried to go back to sleep, pulling her blanket closer to her.

Just as she was dozing off, two heartbeats lulling her to sleep, her eyes shot open again. She was in the cinema room. She didn't have a pillow or blanked. And her pillow certainly didn't have two hears.

She looked around. She was still in the film room. She reached for her 'blanket' and pulled it close to her eyes, examining it. It was the Doctor's trench coat. Finally, she looked to her 'pillow.' Penny's face would have gone red if her brain could prosses the fact that she had been sleeping on top of the Doctor.

"Motherfucker knew I'd fall asleep during the credits." She grumbled softly, not wanting to wake up the sleeping Time Lord. She slowly got up, trying not to move him too much. She put the coat over the Doctor and left the room, headed to the kitchen.

She stopped at her room on the way there to brush her teeth and get a book. She walked to the kitchen slowly, feeling the exhaustion in her bones. She had slept (at most) three hours in the film room, not nearly enough to make up for the lack of sleep she'd been getting.

Penny boiled water, picking out a new kind of tea to try. She looked through the cupboards, looking for something to eat. She didn't find anything she wanted, moving to the fruit bowl that sat on the counter, grabbing a green apple. She leaned against the counter, tossing the apple from hand to hand, waiting for the water to boil.

"Are you my Mummy? I want my Mummy! You're not my Mummy!"

Penny jumped, dropping here apple at the beep that meant the water was done, snapping her from remembering her nightmare.

She bent down, picking the apple up and turning the kettle off. She put the tea packet in her mug and poured the water. She had her tea in one hand and her apple in the other, not bothering to grab her book as she left. She was in no mood to read. She reached the door and stuck the apple in her mouth so she could open the door.

Penny frowned as she walked to her room, the walls seemed to shine brighter than they normally did. She made it to her room and pulled the door open, blinking at the radio on her desk that she hadn't noticed before. She closed the door behind her, sitting at her desk.

She took another bite of her apple as she calmed herself down. When her heart was beating slowly enough to be considered healthy, she looked through a container of CD's that was on her bookshelf.

She saw a few albums by a band called 'Set It Off' and one CD titled 'Starry' with Van Gough's famous 'Starry Night' as the background art.

She shrugged and popped it into the radio, reading the back of the CD, shocked that she had chosen a musical to listen to.

She pushed play and sat on her bed, mug in her hands, trying to take all the warmth she could from the hot mug.

Sometime during the third song, there was a knock on her door.

"Come in." Penny said, feeling better than when she woke up.

"How long've you been having nightmares?" The Doctor asked, not bothering to skirt around the subject.

"Since I can remember." She smirked. "So, a few weeks." She said, drinking the last of her tea.

The Doctor walked in, closing the door behind him and pausing her music, sitting on the desk. "You could've just said you didn't want to sleep because of them." He said. "They've developed so many kinds of medicine to help with that stuff over the years."

Penny rolled her eyes. "You're not my psychiatrist."

"You can't just not sleep." The Doctor argued.

"What do you call what I was doing an hour ago? Jogging?"

"Two and a half hours is not enough sleep."

"I've managed." Penny shrugged.

The Doctor sighed, running a hand through his messy hair. "Fine." He stood from where he was sitting on the desk. "We're dropping Martha off today, be awake enough to see her off." He said.

This got Penny's attention. "Why are you taking her back?"

"I said one trip, she got two." He shrugged.

Penny rolled her eyes, knowing the Doctor never planned to bring her back after one trip.

The three stood in the console room, the Doctor having landed them in what Penny knew to be Martha's home.

"There we go. Perfect landing. Which isn't easy in such a tight spot." The Doctor bragged.

"You should be used to tight spots by now." Martha joked, running to the door. "Where are we?" 

"The end of the line." He said, patting the console. "No place like it."

Martha pulled the doors open and walked out, quickly realizing where the Doctor landed wasn't an alien planet or the past. It was her flat. 

"You took me home?" Martha asked, still not realizing why they were there. 

The Doctor nodded smugly. "In fact, the morning after we left, so you've only been gone about twelve hours. No time at all, really." He said.

"But all the stuff we've done. New New York, old New York?" 

"Yep, all in one night, relatively speaking. Everything should be just as it was. Books, CDs, laundry." He reached out for a pair of Martha's underwear and Penny smacked his hand away.

"Don't be so rude." Penny said, keeping hold of the Doctor's hand so that he didn't try to do something else stupid.

"So, back were you were, as promised." The Doctor said, ignoring Penny. 

"This is it?" It seemed to have sunk in for Martha. 

"Yeah, I should probably er-" He looked back at the Tardis before Martha's phone rang. 

Hi, I'm out. Leave a message. Penny heard Martha's voice on the phone.

"I'm sorry." Martha said, gesturing to the phone,

Martha, are you there? Pick it up, will you? A voice Penny recognized as Martha's mother said.

"It's Mum. It'll wait." 

"All right then, pretend that you're out if you like." She huffed. "I was only calling to say that your sister's on TV. On the news of all things. Just thought you might be interested."

Martha rushed for her television remote, turning it on an switching it to the news. Martha's sister stood in the background as a man spoke.

The details are top secret. The man from the telly said.

"How could Tish end up on the news?" Martha questioned.

Tonight, I will demonstrate a device which will redefine our world. The old man said.

"She's got a new job. PR for some research lab." Martha explained to Penny.

With the push of a single button, I will change what it means to be human. 

Professor! Professor! A reported shouted from the screen.

Martha turned to telly back off and turned to them.

"Sorry." She set the remote down. "You were saying we should?" 

"Yes, yes, we should. One trip is what we said."

"I didn't say anything, Sandshoes." 

"One trip is what I said." The Doctor corrected.

"Yeah. I suppose things just kind of escalated." Martha agreed halfheartedly. 

"Mmm. Seems to happen to me a lot." The Doctor said, grinning. 

"Thank you." Martha said, pulling Penny into a hug, making her let go of the Time Lord's hand. "For everything." She said, pulling away and looking at the Doctor.

"It was my pleasure." The Doctor said, leaning against the Tardis.

Penny smirked, having an idea. The Doctor walked into the Tardis and Penny turned around to Martha with a wink. "We'll be right back."

She walked into the Tardis and waited for the Doctor to park them in space like he always did.

"I'll sleep properly if we bring Martha along more."

The Doctor froze at the console before reaching out for the same buttons he had just been pressing.

The Tardis materialized in Martha's flat again, just like Penny said.

The Doctor poked his head out of the box. "No, I'm sorry. Did he say he was going to change what it means to be human?"

**Notes for the Chapter:**

> Question of the chapter:  
> You can go anywhere, where do you go? Do you bring anyone with you?
> 
> I'd go anywhere that has a creek (I love those things so much!!!) and I'd bring my best friend Patrick with.
> 
> Hey everyone! Hope you liked the chapter!  
> Tell me what you think!  
> Have an amazing day/morning/night!  
> -Jamie


	14. Lazarus Is A Radioactive Tomato

Penny took Martha to the wardrobe, hoping Martha could help her pick something out, not knowing how formal the event way.

"So, where should we start?" Penny asked as Martha took in the huge room.

"Look for something that catches your eye?" Martha said, still looking around.

Penny nodded and headed to the closest rack, looking to find a dress. One the rack was a multicolored coat, a leather jacket, and a coat with a stick of celery pinned to it. Penny rolled her eyes, of course the Doctor would have strange clothes.

Martha began to look as well, already having a dress she could wear in her flat. "How about this?" She asked, holding a pink dress out. Penny's face scrunched up. "That's a no, then." Martha said with a giggle.

Penny looked back to her rack, a bright purple sequins dress. And orange strapless. Penny blinked at all the bright colours before her eyes fell on a much calmer blue dress. "What do you think?" She asked, pulling the hanger off and holding it out for Martha to inspect.

"That looks nice." She said, ushering Penny to the changing rooms.

Penny looked at herself in the mirror, not hating how she looked, but not thrilled either. She thought to herself, wondering if she had time to find something else. The dress ended a few inches above her knee and she tugged the hem down. She sighed, deciding this would have to do and leaving the changing room.

"You look lovely, Penny." Martha said, turning to her when Penny came out.

"Eh." Penny shrugged. "I still have to do my hair and find a pair of shoes." She nudged Martha. "You've still got to get dressed, go do that." Penny said.

"Alright, I'll meet you in the console room, yeah?"

"Yeah." Penny said, standing in front of a mirror and wondering what she was supposed ot do with her hair.

In the end, she settled for doing one French braid down her back, not wanting to bother with fancy up do's she was sure to see at the event.

She walked over to the shoe area of the wardrobe, trying to find something that matched, faintly remembering Martha say that silver went with blue.

Of course, the only silver shoes there were, were a pair of silver combat boots and a pair of three inch heels.

Penny groaned and took the heels, Martha would never let her wear the combat boots, however much Penny wanted to wear those. She put the heels on, standing to try and walk, surprised when she didn't stumble right away.

She walked back to the console slowly, focusing on walking without falling. When she got to the console room, Martha and the Doctor were talking, waiting for her.

"And them Penny told Shakespeare that I'm a rubix cube." The Doctor said, scowling.

"You didn't expect me to lie to him, did you?" Penny asked, walking in.

The Doctor and Martha turned to her, one of them looking more amused than she should.

"Martha, you look amazing." Penny said, walking to her friend.

"Thanks, so do you." Martha said.

"So, I don't know if you have a plus one, but the Doctor and I can get in on our own." Penny said.

Both turned to look at her.

"How?" Martha was the one to ask what they were both wondering.

"We have the psychic paper." Penny blanched.

"Oh, yes. We do. Penny's right, Martha, we can get in on our own." The Doctor agreed, acting as if he hadn't forgotten about it.

Martha was already in as the Doctor and Penny waited in line for the bouncer to check their ID's. The Doctor was bouncing on the balls of his feet antsy to get in and find out what was going on.

"Why are you so nervous? We've been in far more dangerous places than a party." Penny finally said.

The Doctor adjusted his bow tie, making it worse. "Whenever I wear this, bad things happen."

Penny snorted and reached up to fix the bow tie. "Don't blame that on the clothes, Doc. That's all you." She smirked. "Besides, it makes up for it with the fact that you look a bit like James Bond."

"James Bond? Really?" He asked, standing up straighter with a small smile.

Penny shrugged. "I don't know, that's what Martha said." 

According to the psychic paper, the Doctor was a reporter and Penny was his plus one. The bouncer let them in easily, telling them to have a good night.

"That doesn't look suspicious at all." Penny said, looking at the tub in the middle of the room.

The Doctor snorted and offered Penny his arm. Penny took it and followed the Doctor to where he had seen Martha.

"Oh, look, they've got nibbles! I love nibbles." The Doctor said when they reached Martha, using his free hand to grab a few pieces from a tray.

Penny stole one, ignoring the Doctor's pout. Martha laughed at the two, seeing her sister walk over to her. 

"Hello." Her sister said, a proud smile on her face, 

"Tish." Martha greeted, giving her sister a short hug.

"You look great." Tish complimented, not noticing the other two. "So, what do you think? Impressive, isn't it?" Tish said, gesturing around the room.

"Very." Martha agreed. 

"And two nights out in a row for you. That's dangerously close to a social life." She said, poking her sister's arm.

"If I keep this up, I'll end up in all the gossip columns." Martha teased back.

"You might, actually. You should keep an eye out for photographers. And Mum, she's coming too." She paused with a smirk. "Even dragging Leo along with her." 

"Leo in black tie? That I must see." Tish seemed to notice the others. "This is, er, the Doctor and Penny.

"Hello." The Doctor said, waving his free hand.

"Is he with you?"

Martha looked to Penny, silently asking what she was supposed to say.

"No, we're friends, though."

"Yeah." Martha agreed. 

"But he's not on the list. How did he get in?" Tish looked at Penny. "She isn't either." She said, confused.

"He's a reporter. He brought me with to take photos." Penny said, showing Tish the psychic paper.

"Right." Tish said.

The Doctor cut in, not wanting to wait longer for answers. "So, this Lazarus, he's your boss?" 

"Professor Lazarus, yes. I'm part of his executive staff." 

"She's in the PR department." Martha explained.

Tish looked affronted. "I'm head of the PR department, actually."

"You're joking." 

"I put this whole thing together." Tish said smugly. 

The Doctor interrupted again. "So do you know what the professor's going to be doing tonight? That looks like it might be a sonic micro field manipulator." 

"He's a science geek. I should have known. Got to get back to work now. I'll catch up with you later." Tish said to Martha. 

"Science geek? What does that mean?" The Doctor turned to Penny, looking down at her with his face scrunched up in confusion.

"A science geek is someone who loves learning about science and is intelligible about the subject."

The Doctor grinned. "Oh, nice." 

"Martha." Francine called from a bit away.

"Mum!" Martha walked to her, immediately hugging her.

"All right, what's the occasion?" 

"What do you mean? I'm just pleased to see you, that's all." 

"You saw me last night." Francine shot back. 

"I know. I just miss you." She turned to her brother. "You're looking good, Leo." 

"Yeah." Leo glared at the people around him. "If anyone asks me to fetch them a drink, I'll swing for him."

"You disappeared last night." Francine said, ignoring her son. 

"I just went home." 

"On your own?" Francine looked at the Doctor, quirking an eyebrow and turning to her daughter for an explanation.

"This is a friend of mine. The Doctor." Martha introduced.

"Doctor what?"

"Doctor Smith." Penny said, not wanting to freak Martha's mother out.

"We've been doing some work together." Martha explained.

Leo held a hand out for the Doctor to shake, he did so with a smile.

The Doctor held his handout for Francine to shake. "It's lovely to meet you, Mrs Jones. Heard a lot about you."

"Have you? What have you heard, then?" Francine said, unbelieving.

The Doctor was lucky that Penny paid attention. "Just a few things." Penny said from the Doctor's side. "I heard a few stories, mostly about Martha's ballet classes." Penny said, looking back to Martha, remembering the stories she had told her.

"Oh, Martha hated those." Francine said with a small smile, taking a liking to the brunette.

"We haven't had too much time to talk." Martha said, "We've been busy."

Francine's smile dropped as she turned to the Doctor, assuming the worse. "Busy? Doing what, exactly?"

"Oh you know. Stuff." The Doctor said, nonchalantly.

Penny sighed internally. She was not pleased she was cleaning up after the Doctor's stupid comments.

"Martha was helping him plan our anniversary dinner, weren't you, Martha." Penny said, faking a dreamy look in her eyes. "It was so romantic." penny said, leaning a bit onto the Doctor.

The Doctor looked like he was going to object, but Penny stepped on his foot, keeping him quiet. 

"Ladies and gentlemen, I am Professor Richard Lazarus and tonight I am going to perform a miracle. It is, I believe, the most important advance since Rutherford split the atom, the biggest leap since Armstrong stood on the moon. Tonight, you will watch and wonder. Tomorrow, you will wake to a world which will be changed forever."

Penny sighed, relieved she wouldn't have to make anything else up on the spot, everyone turning to watch.

Lazarus entered the tube with a smug grin. Two women in lab coats got the machine running, one pushing the button that made it go. The four columns began to move around the tube, an alarm sounding.

Penny took her arm from the Doctor's and watched as the controls began to smoke.

"Something's wrong." The Doctor realized. "It's overloading." The Doctor shot Penny a look, as if to tell her that he'd be right back, but Penny was already watching him, waiting for him to go fix it.

The Doctor nodded at her, pulling his sonic out and running to the control panels.

"Somebody stop him. Get him away from those controls!" And older woman said, pointing to the Doctor.

"No offence, but shut up!" Penny yelled at her. "That machine could kill us all, he knows what he's doing!"

The Doctor smirked, not looking up an he looked for something to stop the machine. After a few moments, he gave up and reached for the plug, wishing he could have done something cleverer than pulling a chord.

The machine slowed down before coming to a stop.

"If this thing had gone up, it would have taken the whole building with it. Is that what you want?" The Doctor asked the woman as he headed back to Penny, Martha rushing to the tube. 

"Get it open!" The Doctor called to Martha, who did as she was told.

A young, blond, man stepped out, holding his arms out.

The Doctor grabbed Penny's hand, pulling her over to the tube.

"Ladies and gentlemen, I am Richard Lazarus. I am seventy six years old and I am reborn!" The man shouted triumphantly.

Penny hadn't expected the loud applause. She expected horrified gasps, a scream or two, etcetera.

"He did it. He actually did it." The older woman said, grinning so wide Penny was sure her face would split. 

The Doctor, Penny, and Martha watched as he posed for photographers.

"It can't be the same guy. It's impossible. It must be a trick." Martha muttered. 

The Doctor squeezed Penny's hand nervously. "Oh, it's not a trick. I wish it were."

"What just happened then?" Martha asked.

"Weren't you listening to the news Martha? He changed what it's like to be human." Penny said bitterly, squeezing the Doctor's hand back.

Penny had never been more disgusted with humanity, and she had been kidnapped. Multiple times. Life was worthless if people could prolong it. She thought of all the people who wrote about the infallibility of death, Edgar Allan Poe, Shakespeare, Virgil, Caesar. None of them would have done half the things they did had they not known they would die!

Penny glared at Lazarus as he scarfed down and entire try of food.

"I'm famished." She heard him say as the Doctor pulled her closer to him.

"Energy deficit. Always happens with this kind of process." The Doctor explained, cutting in. 

"You speak as if you see this every day, Mister?" Lazarus said easily. 

"Doctor." He corrected smugly. "And well, no, not every day, but I have some experience of this kind of transformation."

"That's not possible." Lazarus smirked.

"Using hypersonic sound waves to create a state of resonance." He said, forcing a smile on his face. "That's inspired." 

"You understand the theory, then."

"Enough to know that you couldn't possibly have allowed for all the variables." The Doctor got to his point.

"No experiment is entirely without risk." Lazarus shrugged, not seeming to care about what nearly happened.

"That thing nearly exploded. You might as well have stepped into a blender!" The Doctor exclaimed, trying to stay calm. Penny rubbed her thumb over the Doctor's hand, silently saying she agreed with him. The Doctor seemed to relax a bit.

"You're not qualified to comment." The man replied hotly.

"If I hadn't stopped it, it would have exploded." The Doctor ground out.

"Then I thank you, Doctor. But that's a simple engineering issue." He said, back to his care-free persona. "What happened inside the capsule was exactly what was supposed to happen. No more, no less."

"You've no way of knowing that until you've run proper tests." Martha added.

"Look at me. You can see what happened. I'm all the proof you need." He said, winking at the girls as he gestured to himself.

"I've a question, sir." Penny began politely.

"I'm sure I have an answer, Miss?"

"Vivian." Penny didn't want to give her first name, not wanting his to look her up and find out she wasn't on the list.

"Miss. Vivian, what is your question?" He flirted, making the Doctor tighten his grip.

"Well, you consider yourself a scientist, yes?"

Lazarus smirked, nodding.

"Well, if I were to grow a tomato plant using radioactive water, and that plant were to grow as normal, would it be safe to eat?"

"Well, I'd have to say no." He said, unsure of where this was going. "You'd test it before doing anything to it."

"So," Penny began, keeping her voice innocent and sweet. "Even if it looks perfectly fine on the outside, you'd still test it?"

"Yes."

Penny dropped the sweet act. "I'd like you to think about what you've just said." Penny said, hearing the Doctor snort from beside her.

Lazarus did as asked, and Penny saw the moment he realized what Penny had inadvertently made him say. His face soured, glaring at Penny, who simply looked at him feigning innocence.

"This device will be properly certified before we start to operate commercially." The old woman said from Lazarus's side. 

"Commercially? You are joking. That'll cause chaos." Martha said.

"Not chaos, change. A chance for humanity to evolve, to improve."

"Evolution takes thousands of years you dimwit." Penny said, going unheard as the Doctor spoke.

"This isn't about improving. This is about you and your customers living a little longer." He bit out, beginning to pull Penny behind him.

"Not a little longer, Doctor. A lot longer. Perhaps indefinitely." Lazarus smirked.

"Richard, we have things to discuss, upstairs." The old lady said.

"Goodbye, Doctor. In a few years, you'll look back and laugh at how wrong you were." He kissed Martha's hand and reluctantly reached for Penny's hand to do the same. Penny stepped further behind the Doctor, glaring at the man, not willing to have his disgusting lips anywhere near her.

"Oh, he's out of his depth. No idea of the damage he might have done." The Doctor ranted.

"So what do we do now?" Martha asked.

"We take that lovely DNA sample you've collected and test it, Martha Jones." Penny said.

"This building must be full of laboratories." The Doctor agreed, glad he and Penny were on the same page.

"Lucky he kissed my hand, isn't it?" Martha asked Penny.

"Not luck, Martha." Penny said, smirking. "Lazarus is just an idiot."

The Doctor snorted again, leading them to the lift and taking them to a lab.

"Amazing." The Doctor commented, looking through the microscope that was hooked up to a computer, showing the other two what the Doctor was seeing.

"Not sure I'd say that." Penny said, having seen the same thing. 

"What?" Martha looked closely at the screen.

"Lazarus's DNA." The Doctor and Penny said, looking at each other when they realized they had said it at the same time.

"I can't see anything different." Martha complained. 

"Look at it." 

Martha did, noticing the blip that the other two had. "Oh, my God. Did that just change? But it can't have."

"But it did." The Doctor commented eagerly.

"It's impossible." Martha whispered.

"And that's two impossible things we've seen so far tonight. Don't you love it when that happens?" The Doctor said, bouncing on his heels and fumbling with his hands. 

"That means Lazarus has changed his own molecular patterns." Martha pieced together.

Penny nodded, not finding this as incredible as the Doctor.

"Hypersonic sound waves to destabilise the cell structure, then a metagenic programme to manipulate the coding in the protein strands. Basically, he hacked into his own genes and instructed them to rejuvenate." The Doctor explained quickly, almost fumbling over his words with how fast they were leaving his mouth.

"But they're still mutating now." Martha pointed out.

"Because he missed something." The Doctor said, beginning to pace. "Something in his DNA has been activated and won't let him stabilise. Something that's trying to change him."

"Change him into what?" Martha asked anxiously.

The Doctor stopped pacing, spinning on his heel to look at the two. "I don't know, but I think we need to find out."

Penny rolled her eyes. Why did the Doctor think they were here? To socialize?

"That woman said they were going upstairs." Martha pointed out.

"Let's go." The Doctor said, grabbing Penny's hand without a thought and leading them to Lazarus's office.

"If this is his office, then where is he?" Penny asked, walking over to sit on the desk, but freezing when he saw a skeleton behind it dressed as the old lady. 

"Don't know. Let's try back at the reception." Martha said, already turning to the door they had just walked through.

The Doctor, however, noticed Penny stop and walked over, sharply breathing in at the sight.

"That's Lady Thaw." Penny said numbly.

The Doctor wrapped an arm around Penny's shoulders and steered her away.

This grabbed Martha's attention, and she walked over and winced at the skeleton.

"Used to be." The Doctor said. "Now it's just a shell. Had all the life energy drained out, like squeezing the juice out of an orange." 

"Lazarus?" Martha asked.

"Who else?" Penny asked.

"Could be." The Doctor agreed. 

"So he's changed already?" Martha verified.

"Not necessarily." The Doctor said, using his other hand to run through his hair, making it stand on end. "You saw the DNA. It was fluctuating. The process must demand energy. This might not have been enough." He said, wincing.

"So he might do this again?" Martha's jaw dropped. 

"Yep." Penny agreed, wondering how the hell they were going to stop him.

**Notes for the Chapter:**

> Question of the chapter:  
> Who do you look up to? Are they famous? Do you know them? Are you family?
> 
> I look up to Dodie, a musician. Not only is she an incredible musician, but she's altogether kind and intelligent and I'd like to be more like her.
> 
> It's nearly midnight as I finished writing this chapter, I hope you all enjoyed it!  
> I'll see you next chapter, whovians!  
> -Jamie


	15. My Milkshake Brings All The Boys To The Yard

**Summary for the Chapter:**

> Penny distracts Lazarus.  
> The Doctor wishes someone else distracted Lazarus.

"I can't see him." Martha said, looking around the reception hall.

"He can't be far. Keep looking." The Doctor said.

"Hey, you all right, Marth?" Leo asked, walking to her. "I think Mum wants to talk to you." He winced.

"Have you see Lazarus anywhere?" Martha ignored her.

"Yeah, well, he was getting cosy with Tish a couple of minutes ago." He scoffed, making his thoughts on it clear.

"With Tish?" Martha asked, unbelieving.

Penny noticed Francine walk up to where the Doctor stood with his arm still across Penny's shoulders.

"Ah, Doctor." Francine said, not seeming pleased to see him.

"Where did they go?" The Doctor asked Leo, not noticing Francine.

"Upstairs, I think. Why?"

"Doctor." Francine tried to get his attention.

The Doctor took his arm off Penny's shoulders, ready to run for the stairs, but Penny grabbed his arm before he could knock past Francine and make her drop her drink. "Watch where you're going, Doc." She warned.

The Doctor rolled his eyes fondly and ran, this time slightly more cautious.

"I'm speaking to you!" Francine yelled after him.

"Not now, Mum." Martha said, getting ready to chase after the Doctor.

"Martha, why don't you stay with your mum?" Penny suggested, Martha went to object, but the look on Penny's face made her quickly agree. "I'll make sure he doesn't get into too much trouble." She turned to Francine. "I'm so sorry about him, Ma'am." She apologized quickly.

Penny turned and ran as quick as her heel-clad feet would allow. Of course, she gave up on the shoes once she made it to the stairs, pulling them off her feet and running up the steps barefoot. She ran back to Lazarus's office, knowing the Doctor would probably be there.

"Martha's down with her Mum." Penny said as she walked in. "Her Mum that is royally pissed at you, in case you were wondering." She sighed. "But never mind that, what're you doing?"

"Fluctuating DNA will give off an energy signature. I might be able to pick it up." He said, scanning around him with his sonic. "Got him." He said.

"That somehow doesn't seem like a good thing."

"The reading are from above."

"Lovely, hope he's not trying to pitch himself off the roof." Penny said, earning a confused and concerned expression from the Doctor. "Right then," Penny said. "Up we get."

The two snuck onto the roof, overhearing Lazarus flirting with Tish.

"I find that nothing's ever exactly like you expect. There's always something to surprise you. Between the idea and the reality, between the motion and the act-"

The Doctor cut him off, finishing the quote. "Falls the Shadow."

"So the mysterious Doctor Smith knows his Eliot. I'm impressed."

"What are you doing here?" Tish asked, forcing a smile on her face.

"Tish, I would suggest stepping away from Mr. Radioactive Tomato."

"What?" Tish looked at Lazarus and then back to Penny. "Don't tell me what to do." She huffed, confused.

"I wouldn't have thought you had time for poetry, Lazarus, what with you being busy defying the laws of nature and all." The Doctor said with a calm that made Penny know that he was anything but.

"You're right, Doctor. One lifetime's been too short for me to do everything I'd like. How much more I'll get done in two or three or four." Lazarus smirked.

"Doesn't work like that. Some people live more in twenty years than others do in eighty. It's not the time that matters, it's the person." The Doctor said, stepping cautiously closer.

"But if it's the right person, what a gift that would be."

Penny scoffed. "Sounds more like a curse, mate."

"Look at what you've done to yourself." The Doctor said.

"Who are you to judge me?" Lazarus said, beginning to get angry.

While the two men were talking, Penny motioned for Tish to come over to her.

As Tish walked over, Lazarus spasmed and began to change. "Fancy that." Penny muttered. "Nothing's ever normal around you, Matchstick." Penny said to the Doctor.

"I know the age thing's a bit freaky, but it works for Catherine Zeta-Jones." Tish defended herself, not aware that no one was upset by the age gap (or if they were, they were more focused on the bigger things, like Lazarus turning into a scorpion monster with a freaky human face).

"What's that?" Tish said, turning and seeing him change.

"Your boyfriend." Penny said as the Doctor yelled.

"Run!"

The Doctor pushed Penny through the door, then Tish, and finally he went through the door, locking it with his sonic after.

"Tish, you good?" Penny asked, noticing the woman looked a bit queasy.

"I was going to snog him." Tish said, disgusted with himself.

"I get you, Tish. On my first trip, I was snogged by an obnoxious alien with no manners."

Tish gaped at Penny while the Doctor glared at her.

"I said I was sorry." He said as the light flickered.

Tish looked between them, torn between being confused and amused.

"Security one. Security one. Security one." A computer voice said as the lights shut off and the doors closed.

"Intruder alert?" Penny asked, Tish nodding.

"It triggers a security lockdown. Kills most of the power. Stops the lifts, seals the exits." Tish explained.

"He must be breaking through that door." The Doctor realized, beginning to push the other two. "The stairs, come on!"

The stairwell wasn't much better than the hallway. The raced down the stairs, hearing Lazarus behind them, knowing that he had made his way inside.

"We haven't got much time!" The Doctor yelled as they hit the ground floor, opening door for the other two to run out before he did.

"Tish, is there another way out of here?" The Doctor asked.

"There's an exit in the corner, but it'll be locked now."

"Penny, setting fifty four. Hurry." The Doctor threw her the sonic, and pushed her to the corner Tish had pointed to. "Don't do anything stupid!" He called over his shoulder as he ran off.

"That's coming from you?" Penny muttered, doing as the Doctor said.

It took her a moment to figure out how to change the setting, but she did and aimed it at the doors.

"Listen to me! You people are in serious danger! You need to get out of here right now!" The Doctor yelled, making sure he was heard over the music.

"Don't be ridiculous." A woman scoffed. "The biggest danger here is choking on an olive."

Not to be underestimated, Lazarus appeared on the mezzanine and jumped down, smashing a glass table.

"Mum, get back!" Penny heard Leo cry. Penny, having unlocked the doors, rushed to the Jones'. "The doors are open, Martha, please get everyone out and stay with your family. You're basically a doctor make sure people are okay or something." Penny said, leaving no time for Martha to argue as she disappeared into the crowd, following the Doctor's voice.

"No! Get away from her!" The Doctor screeched at Lazarus. Penny could only assume Lazarus didn't, as suddenly there was a corpse on the ground.

Francine was focused on getting her kids out when Lazarus focused on her.

"Lazarus! Leave them alone." The Doctor said, finally gaining the beast's attention. "What's the point?" The Doctor baited. "You can't control it. The mutation's too strong. Killing those people won't help you." He sneered. "You're a fool. A vain old man who thought he could defy nature. Only Nature got her own back, didn't she?" The Doctor seemed to scan the room for a moment, not noticing Penny was still there. "You're a joke, Lazarus! A footnote in the history of failure!" He said, doing his best to distract Lazarus as the people escaped.

The Doctor got of the table he had been on to deliver his speech and led Lazarus away, down a corridor.

Penny followed, hoping Martha would stay safe with her family.

"It's no good, Doctor. You can't stop me." Penny heard Lazarus say from where she hid around the corner, waiting for the best time to help.

"Is that the same arrogance you had when you swore nothing had gone wrong with your device?" The Doctor questioned.

"The arrogance is yours. You can't stand in the way of progress."

Penny bit her tongue, resisting the urge to call the tomato motherfucker out.

"You call feeding on innocent people progress? You're delusional!"

"It is a necessary sacrifice."

"That's not your decision to make." The Doctor said darkly.

Penny risked a glance around the corner, seeing that the Doctor didn't know that Lazarus was on the celling, cornering him.

"Get fucked, dude." Penny said, throwing a pipe at the thing.

The Doctor's eyes shot to Penny, surprise clear on his face. The Doctor ran to her, pulling back down the corridor as the heard Lazarus chase them.

The Doctor pulled her into a lab and took a light apart. Penny began turning the Bunsen burners around her on, snuffing the flame out so only the gas escaped.

The Doctor heard Lazarus get closer and pulled Penny with him under a bench, letting as much gas out from the pipes as he could.

Penny flushed at their close contact, Penny practically on top of the Doctor as Lazarus burst in.

"More hide and seek, Doctor? How disappointing. Why don't you come out and face me?"

"Have you looked in the mirror lately? Why would I want to face that, hmm?" The Doctor insulted, taking a page out of Penny's book.

He grabbed Penny's hand, pulling her out of the back do, flipping the light switch as he left.

The explosion nearly knocked Penny off her feet, but she managed to stay upright, running around the corner with the Doctor.

"That didn't kill him, did it?" Penny asked, lungs burning from the gas and running.

Penny and the Doctor heard a growl and a roar. "More... sort of.... annoyed him, I'd say?" The Doctor said, pulling her into the reception hall.

"Now that we've run ourselves in a circle, what are we gonna do?" Penny asked, breathing hard.

"We can't lead him outside." The Doctor said, looking around franticly. "Come on, get in." He pulled her into the capsule.

They stood face to face, flushing at how close they were. The Doctor cleared his throat uncomfortably. "He knows we're here. But this is his masterpiece. I'm betting he won't destroy it, not even to get at us."

"And we've no way out." Penny said, utterly unimpressed by the Time Lord.

"Well, yeah, that's a slight problem." The Doctor said, flushing even more.

"So, we're in a danger pod with no plan." Penny said, wishing she could cross her arms, but they were too close for her to.

"The plan was to get in here."

"That's past tense, Doc. What's the plan now?" Penny leaned her head back against the wall of the tube.

"The plan is I come up with another plan?" The Doctor tried.

"As long as you don't kill us." Penny huffed.

"Sorry in advance, I've got to get my sonic." The Doctor said, reaching into his pocket and brushing against Penny's side when he did so. "Here we are." The Doctor said.

"Let me guess, you're going to improvise?" Penny asked when she saw it.

The Doctor grinned. "You know me so well, Penny Walker." The Doctor slid down as best he could to work with the wires on the floor.

"So, I know he's not alien, right?" Penny asked to distract herself.

"No, for once it's strictly human in origin." The Doctor answered.

"But he's not human anymore, yeah?"

"Yeah. The change is probably from dormant genes in Lazarus's DNA. The energy field in this thing must have reactivated them. And it looks like they're becoming dominant."

"So... we could have been like that?"

"Sure. Some option that evolution rejected for you millions of years ago, but the potential is still there. Locked away in your genes, forgotten about until Lazarus unlocked it by mistake."

"Seems like he does a lot of things by mistake." Penny muttered.

The Doctor snorted and both heard a click from outside the tube.

Penny resisted the urge to wince. "He's turned it on, hasn't he."

"Well, yes, I was hoping it was going to take him a little bit longer to work that out." The Doctor said slowly, splitting his attention between Penny and the wires. "Nearly done."

"If the energy is normally set to get energy, are you trying to make it do the opposite?" Penny asked after a moment of thought.

"Exactly." The Doctor praised.

Penny heard the machine power down after a crash and quickly left, holding her hand out for the Doctor to help him up.

The both turned to the naked body of Lazarus, lying face down.

"He's an idiot." Penny said. "I almost pity him."

"Eliot saw that, too. This is the way the world ends. Not with a bang, but with a whimper." The Doctor said, squeezing Penny's hand, leading her outside where Martha and her family waited.

Tish was the first to see them approach, running up and encasing Penny in a hug. "Thank you."

Penny staggered back, letting go of the Doctor's hand as she awkwardly hugged the woman back. "Uh, no problem?"

Tish let go, turning to the Doctor. "Thanks." She said to him. The Doctor forced a smile and nodded, taking Penny's hand back and walking to Francine.

"Ah, Mrs Jones. We still haven't finished our chat." He said, all smiles.

Francine slapped him. "Keep away from my daughter." She hissed, throwing a glare Penny's way as well.

Penny's jaw dropped. She had been nice to the woman and she still hated her?

"Mum, what are you doing?" Martha demanded, seeing the slap.

"All of the mothers, every time." The Doctor said, using hi free hand to hold his cheek.

Penny pulled him away from the Jones', not wanting to risk it.

"What, do you need someone to kiss it better?" Penny teased.

"Maybe." He teased back.

"If only there was someone willing to kiss you." Penny snarked, eyes set on the ambulance, something odd about it.

The Doctor seemed to notice as well and they walked over to it, seeing corpses.

"What's this then?" Martha asked from behind them.

"Martha, I thought I said to stay with your family. They're already cross at us." Penny sighed, knowing Martha would be coming along no matter what she said.

"They're cross with me too." She shrugged.

The Doctor ignored the two and scanned with his sonic. "Lazarus, back from the dead. Should have known, really."

"Where's he gone?" Martha asked.

"That way. The church." The Doctor said confidently.

"Cathedral. It's Southwark Cathedral. He told me." Tish said, joining them.

Penny sighed. She didn't have time to babysit.

Before they entered the cathedral, Penny turned to Tish.

"Please wait out here." She said, praying Tish wasn't as stubborn as her sister.

"Don't you need help?" Tish questioned.

"Yep." Penny said. "You wait out here and make sure no one comes in. You'll be our lookout." Penny lied swiftly.

Tish nodded, looking pleased with herself as the other three walked into the building.

"Do you think he's in here?" Martha asked.

"Where would you go if you were looking for sanctuary?"

"The library." Penny said, earning looks from the other two.

They walked to the alter, seeing Lazarus curled up in a blanket, shivering.

"I came here before, a lifetime ago. I thought I was going to die then. In fact, I was sure of it. I sat here, just a child, the sound of planes and bombs outside." He said lowly.

"The Blitz." The Doctor said, face hard.

"You've read about it."

"I was there." The Doctor argued.

"You're too young." He dismissed.

"So are you." The Doctor shot back.

Lazarus laughed before his face fell. "In the morning, the fires had died, and I was still alive. I swore I'd never face death like that again. So defenseless. I would arm myself, fight back, defeat it."

"That's what you were trying to do today?"

"That's what I did today."

"What about the other people who died?" The Doctor glared at him.

Lazarus scoffed. "They were nothing. I changed the course of history."

"Any of them might have done too. You think history's only made with equations? Facing death is part of being human. You can't change that." The Doctor said harshly.

"No, Doctor. Avoiding death, that's being human." Penny scoffed, this man was fifty shades of fucked up. "It's our strongest impulse, to cling to life with every fibre of being. I'm only doing what everyone before me has tried to do. I've simply been more successful."

"Look at yourself. You're mutating! You've no control over it. You call that a success?"

"I call it progress. I'm more now that I was. More than just an ordinary human." He said, a smile playing at his lips.

"There's no such thing as an ordinary human." The Doctor argued.

Martha stepped back as Lazarus' body shuttered. "He's going to change again any minute." She whispered.

"I know." The Doctor said just as quietly. "If I can get him up into the bell tower somehow, I've an idea that might work."

"I can do that." Penny whispered.

"You're so sentimental, Doctor. Maybe you are older than you look." Lazarus said, interrupting the three.

"I'm old enough to know that a longer life isn't always a better one." The Doctor's face hardened. "In the end, you just get tired. Tired of the struggle, tired of losing everyone that matters to you, tired of watching everything turn to dust." He sighed, balling his fists at his side. "If you live long enough, Lazarus, the only certainty left is that you'll end up alone."

"That's a price worth paying."

"No it's not." Penny said softly, eyes focused on the ground so she didn't have to see the pain in her best friend's eyes.

"I will feed soon."

"I'm not going to let that happen." The Doctor snapped.

"You've not been able to stop me so far."

"Martha, stay with the Doctor." Penny whispered, running to the stairwell that would lead to the bell tower. "You've not been able to stop me so far." Penny mocked in a high voice, catching Lazarus' attention. "Don't follow him, he's boring. At least I've got some flavour." Penny said, running up the steps as soon as Lazarus began to chase her, changing into the beast from before.

In the distance she could hear the Doctor. "Goddamn it, Penny!"

Penny smirked, and hollered back at him. "You told us where you wanted him, didn't you?"

Penny stopped once on the way up, just to make sure Lazarus was still following.

"Penny?!" The Doctor yelled.

Penny found a stone window that oversaw the church. "Hey, Doc!" She called back.

"Take him to the top. The very top of the bell tower, do you hear me?!"

"It's hard not to!" Penny screamed, going back to running up the steps.

Penny stood on the ledge around the bell and wondered whose idea it was to not have a railing. The drop was long and Penny knew it would kill her. She could only hope she wouldn't fall off in the nest few minutes.

"Ms. Vivian." Lazarus said, looking terrifying.

"Mr. Radioactive Tomato." Penny greeted.

Penny made her way to the opposite side, a hug gap between them. Lazarus began to walk across to her, Penny dodging Lazarus' tail.

"Honestly, fuck you, mate." Penny muttered, trying to find a way out.

Penny held her ears as the Doctor began to hit the keys of the organ, the volume made louder and louder until Lazarus tripped, falling down the center, knocking Penny down as he fell.

Penny gripped the ledge with all she could. She refused to look down, knowing it would mean death if she fell.

"Penny?" She heard the Doctor yell.

"I need help!" She screamed, not sure how long she could hold on.

"I'm on my way!" She heard the Doctor, already sounding closer.

Penny hung on, her knuckles white from her grip. She tried to distract herself, but she fund that she wasn't very good at it. "Ninety-nine bottles of beer on the wall," She sand lightly. "Ninety-nine bottles of beer. If one of those bottles should happen to fall-" Penny decided there were other songs she could sing.

"My milkshake brings all the boys to the yard, and they're like it's better than yours." Penny said, holding tighter as her grip faltered. "Damn right it's better than yours." Penny realized she didn't know any of the other words.

"Penny?!" The Doctor screamed, having stopped hearing her quiet voice.

"I'm still alive!" She yelled back.

Penny felt her fingers slip on one hand. "Fuck." She said, her arm feeling like a noodle. She was hold on by her fingertips. Penny wished she had more upper body strength.

Her fingers slipped.

Some people's lives flashed before her eyes, but Penny couldn't remember her's. What flashed before her eyes was the face of a man she had grown to respect. One with brown eyes and spiky hair.

Penny's life was flashing before her eyes.

And just as her fingers slipped, a hand gripped her wrist, pulling her up.

Penny tried to smile as she met the very face she had been thinking of, but she found it hard to do when the Doctor didn't seem happy at all.

As soon as Penny was safely back on the ledge, he drew her into a hug, holding her tight and burring his face into her hair. He had never loved the smell of green apple so much. Penny hugged him back as best she could with her noodle arms, rubbing his back to reassure him that she was fine. There were no words between the two, only a thankfulness that they were both okay.

"I didn't know you could play?" Martha joked as they left the building, Penny tucked under the Doctor's arm.

"Oh, well, you know, if you hang around with Beethoven, you're bound to pick a few things up."

"Hmm. Especially about playing loud." Martha said.

The Doctor pretended not to hear. "Sorry?"

The three walked back to Martha's apartment quietly, Martha having said goodbye to her sister at the church.

The Doctor unlocked the Tardis, turning back to face Martha, his arm still wrapped tightly around Penny. "Something else that just kind of escalated, then." He said, thinking of the deal he made with Penny.

"I can see a pattern developing." Martha joked. "You should take more care in the future. And the past. And whatever other time period you find yourself in."

"It's good fun, though, isn't it?" The Doctor asked.

"Yeah." Martha said wistfully.

"So, what do you say, one more trip?" The Doctor asked hopefully.

Penny spoke up for the first time since the church. "What he means is, would you like to join us? Not just for one trip." She clarified.

"Really? Because I don't want to be just a passenger anymore. Someone you take along for a treat. If that's how you still see me, I'd rather stay here." She said.

"Okay, then. If that's what you want." The Doctor agreed, though Martha didn't quite understand.

She went to speak but Penny cut her off. "He said okay, Martha."

"Okay?"

"Yeah." Penny nodded, not able to help the small smile at the joy filled face her friend had on.

"Oh, thank you, thank you!" She yelped, running to the two and hugging them before running into the Tardis.

Penny looked up at the Doctor who was already looking at her. "I'm glad she's coming." Penny said.

"Me too."

**Notes for the Chapter:**

> Hello!  
> Question of the chapter:  
> Are you an introvert, extrovert, or ambivert?
> 
> I'm an ambivert, but nearly everyone who knows me well enough thinks I'm an extrovert, lol.
> 
> Next chapter includes Penny finally getting some sleep.
> 
> I'm really happy with this chapter, which never happens lol.  
> I hope you are all doing well!!  
> Have a lovely day/morning/night!  
> See you next chapter!  
> -Jamie


	16. Dunkirk Spirit

**Summary for the Chapter:**

> Penny sleeps.  
> The Doctor lands the Tardis in an inconvenient spot.

"As an official time traveler, what do you think?" Penny asked Martha as she sat on the jump seat, swinging her legs back and forth like a child.

"I think I need sleep." Martha said, leaning against the railing. "Trips with you two are never relaxing, are they?" Marta smirked.

"If they are, somethings' gone wrong." Penny added, smirking at the Doctor as well.

"So you're off to your room then?" The Doctor confirmed.

"Yep."

"Well, if you insist on being boring, I'll wait until you wake up." Penny said, leaning back in her chair.

"No, you won't" The Doctor's voice rang out, making Penny remember their deal.

"Right. I'll sleep a bit, then wait for you to wake up." Penny amended.

"Try again." The Doctor said cheerily, leaning on the railing next to the jump seat.

Penny up looked at the Doctor. "...I'll sleep a proper amount of time?" The Doctor nodded.

Martha looked between the two, trying not to laugh.

"I'll leave you to it." Martha said to them, walking to her room.

As soon as Martha was out of earshot, Penny spoke. "I'll be in the movie room." Penny said, sighing.

The Doctor's face scrunched up. "Why-"

"If you're so clever, figure it out." Penny said, beginning her walk to her room to change out of the dress.

She sat in the movie room in sweatpants and a t-shirt, looking through the films. She was deciding between Frozen and The Dead Poet's Society.

"What film did you pick?" The Doctor asked from where he stood behind the couch she was on.

"I haven't seen any of these, you pick." She said, handing him the remote.

"How about The Princess Bride? That's a classic." He said, clicking the movie. "Even after a couple dozen remakes, the original is still the best." He said, walking around the couch to sit down.

Penny nodded. "Alright."

The Doctor pushed play, digging out a pill bottle from his jacket pocket. "These will help with the nightmares. Take one before you sleep." He said, tossing the bottle to her.

"Side effects?"

"A good sleep." The Doctor said cheekily.

Penny rolled her eyes and opened the bottle, tipping it until one pill fell into her palm. She squinted at the red pill before swallowing it dry. "Thanks, Doc." She said, leaning back into the couch.

The Doctor nodded absentmindedly, already immersed in the film.

Penny felt her eyes droop, and for once, she didn't try to stop them.

Penny wasn't sure how long she slept, but as she woke up slowly, she didn't care whether she slept for three hours or ten. She didn't have a nightmare.

She woke up the same way she did the time before, lying on top of the Doctor. But she wasn't even half as annoyed as she had been, she couldn't find it in her to be upset when the alien had helped her sleep.

Penny was comfortable where she was, and she still felt tired, so she did something she never thought she would. She went back to sleep.

When Penny woke up again, she didn't go back to sleep. She heard a movie playing and knew the Doctor was awake too. "How long was I asleep?" She asked, her face going red as she realized there was no way she could sneak away.

"Oh, maybe... ten hours?" He said, not completely sure.

They didn't say anything else, both focusing on the movie playing. Penny had no idea what it was, but she thought it was interesting.

Ten minutes in, Penny was lost in her thoughts. 

She wondered if she had friends from before.

Did they ever watch movies together? Or did they go to coffee shops and talk? Penny wondered if they were looking for her, wondering if she was kidnapped.

She was snapped out of her thoughts by the Doctor, who was complaining about the movie.

"All I'm saying is that they didn't wear that then! It's a historical movie, at least do the research." He huffed.

Penny looked at the screen. "I dunno, the movie doesn't look historical. They have lasers and stuff."

"This was made in the seventieth century, based off the thirty first century. Of course it doesn't look historical to you." He said cheekily.

"Well, if it's not accurate, what did they wear then?"

"Everyone wore braces, first off." He said. "Everyone wore them, it was the biggest industry until the Slewgoss company tried to separate people by the color of their braces." He explained happily. "The people didn't like that and suddenly it was taboo to wear them!" He chuckled. "Humanity changes their mind quicker than you can introduce yourself." He stated, sounding a bit pretentious.

"If they were so popular, why are none of the characters wearing them?" Penny asked, looking at the actors in the movie.

"Exactly!" The Doctor yelled, making Penny wince as his mouth was right near her ears.

"Use your inside voice, Doc." Penny said.

"Oh, sorry." He said sheepishly. "Exactly." He repeated quieter. "The producers had no intention of being accurate, they just wanted it to sell." The Doctor scoffed.

"If you don't like it, why did you put it on?" Penny asked, eyebrows raised.

The Doctor didn't answer. Penny laughed and went to get up, rolling off the Doctor and onto the ground.

The Doctor rose a brow at her. Penny got up, pretending to dust herself off. "I'm going to get something to eat." She said, walking to the door.

The Doctor got up, stretching his arms over his head. "Are you going to make pancakes again?" He asked hopefully.

Penny rolled her eyes. "Sure." She opened the door, walking out into the hallway, not waiting for the Doctor as she walked to the kitchen, feeling energetic for the first time she could remember.

After breakfast the three stood in the console room, the Doctor fumbling with Martha's phone. "Right, there we go. Universal roaming. Never have to worry about a signal again." He said, grinning and looking altogether far too happy with himself. 

Martha scoffed. "No way. This is too mad." Penny shrugged when Martha looked to her. She turned back to the Doctor excitedly. "You're telling me I can phone anyone, anywhere in space and time on my mobile?"

"As long as you know the area code." He joked. "Frequent flier's privilege. Go on, try it." The console room shook, Penny gripping to the railings to keep herself upright. "Distress signal." He quickly explained. "Locking on." He pulled a lever. "Might be a bit of-" Martha and the Doctor got knocked to the ground. "Turbulence." He finished lamely. "Sorry. Come on, Penny, Martha. Let's take a look." He said, pushing himself off the ground and running to the door, pushing it open and walking out, Penny and Martha following.

Penny was hit by a wave of hot air as she stepped out, and suddenly she was grateful she was wearing a t shirt. 

"Distress signal transmitted." A computer said.

"Whoa, now that is hot." The Doctor said, looking around in confusion.

"I dunno, I think it looks pretty cool." Penny said, trying to keep a straight face.

"Did you just-" The Doctor was cut off.

"Automated distress signal transmitted." The computer repeated.

"Whuff, it's like a sauna in here." Martha said, taking her jacket off and fanning her face.

"Venting systems. Working at full pelt, trying to cool down." The Doctor said, reading from a computer screen. "Wherever it is we are. Well, if you can't stand the heat..." He trailed off.

Penny opened the door for the other two, closing it behind them. The first thing she saw was a label that said 'Area 30.'

Three people came running towards them, two men and a woman.

"Oi! You three!" A young (and somewhat attractive) man yelled.

"Get out of there!" The woman said.

"Seal that door, now!" The same young man ordered.

Penny looked at him like he was stupid and stepped to the side, showing the closed door.

"Who are you? What are you doing on my ship?" The woman asked. 

"Are you police?" The young man asked.

"Why would we be police?" The Doctor asked.

"Did you call the police?" Penny asked. "Or are you on the run or something?" Penny wondered aloud.

"We got your distress signal." Martha said, trying to diffuse the tension.

"If this is a ship, why can't I hear any engines?" The Doctor cut in.

Now Penny tried to focus on the sound, she couldn't hear anything that sounded like a ship, and she'd been on plenty of ships. She knew that no ship was silent, even the Tardis gave a constant hum.

"It went dead four minutes ago." The woman said.

Penny blinked. That would explain the lack of sound. She was almost disappointed by the lack of complexity in the situation. They sent a distress signal because their ship went dead. It almost seemed too simple for the Tardis to have taken them there.

"So maybe we should stop chatting and get to Engineering. Captain." The other man said.

"Secure closure active." The computer said.

"What?" The captain paused in confusion.

"The ship's gone mad." The older man said.

Another woman came rushing toward them and Penny wondered how many people there were total.

"Who activated secure closure? I nearly got locked in to area twenty seven." She complained. The door behind her slammed shut and she looked at the three travelers with clear confusion. "Who are you?"

"He's the Doctor, she's Penny, and I'm Martha. Hello." Martha waved awkwardly.

"Impact projection forty two minutes twenty seven seconds." The computer said.

Penny bit her lip. There's the kicker. She thought to herself. She knew it was too normal.

"We'll get out of this. I promise." The captain said to everyone.

Martha noticed a window, walking over to it and looking out it. Penny saw her shoulders tense. "Doctor."

"Forty two minutes until what?" The Doctor asked, looking around, not having heard Martha.

However, Penny heard her. She made her way to the window and her eyes widened. "Hey, Doc, I think you're gonna wanna see this."

The Doctor walked over, looking over Penny's shoulders as the captain spoke.

"Forty two minutes until we crash into the sun."

Penny knew what she was looking at was dangerous, but that made it even more beautiful in her eyes. The sun was incredible and looked as alive as she was.

"How many crew members on board?" The Doctor asked, immediately thinking up a plan.

"Eight, including us." The captain answered.

"We transport cargo across the galaxy. Everything's automated. We just keep the ship spaceworthy." The older man said.

"Call the others, I'll get you out." The Doctor ran back to the door that led to the Tardis.

"What's he doing?" The young man asked incredulously.

"No, don't!" The older warned.

Penny rushed to the Doctor, ignoring the others. The Doctor opened the door and a blast of heated air knocked the Doctor back, bumping into Penny.

The other woman put a welding mask on and shut the door. 

"But my ship's in there!" The Doctor panicked, walking up to the door.

"In the vent chamber?" The young man asked.

"It's our lifeboat." The Doctor lied.

"It's lava." The older man scoffed.

"The temperature's going mad in there." The other woman said, taking the mask off. "Up three thousand degrees in ten seconds, and still rising."

"Channelling the air. The closer we get to the sun, the hotter that room's going to get." The young man said.

"We're stuck here." Martha realized.

"So, we fix the engines, we steer the ship away from the sun." The Doctor said, already coming up with the base of a plan. "Simple." To Penny, it seemed like he was trying to convince himself. "Engineering down here, is it?" He asked the captain. 

She nodded. "Yes." 

"Impact in forty twenty six." The computer said, making Penny want to find the speakers and smash them. She hated countdowns.

"Blimey, do you always leave things in such a mess?" The Doctor asked, dumbfounded at the state of the engine.

"Oh, my God." The captain said, clearly not having known about it to Penny's surprise. How the hell did the captain not know the state of her own ship?

"What the hell happened?"

"Oh, it's wrecked." The young man mourned.

Penny pinched the bridge of her nose. She had woken up feeling patient, but that patience was beginning to thin.

"Pretty efficiently too." The Doctor said, poking around the engine. "Someone knew what they were doing."

The captain looked to her crew, suddenly worried. "Where's Korwin? Has anyone heard from him or Ashton?"

"No." The older man said, shaking his head and beginning to get worried as well.

Martha looked around in distaste. "You mean someone did this on purpose?"

The captain went to the intercom, calling for the other two crew members. Penny tuned her out, listening to the Doctor babble to Martha instead. "Oh, we're in the Torajii system. Lovely. You're a long way from home, Martha. Half a universe away."

"Yeah. Feels it." Martha said, staring out the window.

The Doctor's eyebrows furrowed in confusion as he took a closer look at the engine. "And you're still using energy scoops for fusion? Hasn't that been outlawed yet?" 

"We're due to upgrade next docking." The captain dismissed a bit too quickly. "Scannell, engine report."

"No response." 

The captain looked at him like he was stupid. "What?" 

"They're burnt out. The controls are wrecked. I can't get them back online." Scannell explained.

"Oh, come on." The Doctor whined. "Auxiliary engines. Every craft's got auxiliaries." He looked to Penny. "Even Penny knows that." He gestured to her vaguely. 

"Rude." Penny scoffed, slapping his arm gently.

"We don't have access from here. The auxiliary controls are in the front of the ship." The captain groaned.

"Yeah, with twenty nine password sealed doors between us and them." Scannell said, loosing all hope. "You'll never get there in time."

"Can't you override the doors?" Martha asked.

"No. Sealed closure means what it says. They're all dead-lock sealed." Scannell argued. 

"So a sonic screwdriver's no use." The Doctor confirmed, patting his pocket to make sure he had brought it with him.

"Nothing's any use. We've got no engines, no time, and no chance."

"Oh, listen to you. Defeated before you've even started. Where's your Dunkirk spirit?" The Doctor asked.

"That'd be back in Dunkirk, Doc." Penny said with an insincere smile.

"Who's got the door passwords?" The Doctor went on, ignoring Penny.

"They're randomly generated. Reckon I know most of them." The Doctor looked at him, trying to put a name to his face, they young man seemed to realize this. "Sorry." He said sheepishly. "Riley Vashti." He held his hand out, the Doctor ignoring it.

Penny sighed and shook his hand. "Good to meet you, Riley."

"Then what're you waiting for, Riley Vashti? Get on it." The Doctor ordered. 

"Well, it's a two person job. One, a technish for the questions, and the other to carry this." Riley held up a heavy looking cube thing. "The oldest and cheapest security system around, eh, Captain?" He joked.

"Reliable and simple, just like you, eh, Riley?" She teased right back, though not in the kind way Riley had done.

"Try and be helpful, get abuse. Nice." He said, rolling his eyes.

"I'll help you. Make myself useful." Martha offered quickly.

Penny smirked. Of course Martha paired up with the cute one.

"It's remotely controlled by the computer panel. That's why it needs two." Riley explained.

"Oi." The Doctor said as they started walking away. "Be careful."

Martha shot the two a small grin. "You too." 

"McDonnell. It's Ashton." The intercom went off. 

"Where are you? Is Korwin with you?" 

"Get up to the med-centre now!" Ashton yelled, causing everyone except Scannell, Martha, and Riley to run to the med-centre.

"Impact in thirty four thirty one." The computer chimed in.

"Korwin, it's Abi. Open your eyes, I need to take a look at you." Ashton said, trying to hold Korwin down to get him into a machine that reminded Penny of the MRI that almost fried half of Earth.

"Korwin!" Captain McDonnell shouted, running to the man who was now in the machine. "What's happened? Is he okay?"

"Help me! It's burning me!" Korwin shouted.

The Doctor pulled his sonic out, scanning the man. "How long's he been like this?" 

"Ashton just brought him in." Abi said, manning the controls of the machine.

"What are you doing?!" 

The Doctor held a hand in front of Mc Donnell. "Don't get too close."

"Don't be so stupid. That's my husband."

Ashton glared at the man in the machine. "And he's just sabotaged our ship."

"What?" 

"He went mad." Ashton went on, either not noticing or not caring about the look of disbelief on his captain's face. "He put the ship onto secure closure, then he set the heat pulse to melt the controls."

"No way. He wouldn't do that." She denied.

"I saw it happen, Captain."

The Doctor pulled the tray Korwin was on out. "Korwin? Korwin, open your eyes for me a second."

"I can't!" He ground out. 

"Yeah, course you can." The Doctor said obliviously. "Go on."

"Don't make me look at you, please." He squirmed around.

The Doctor picked up a injection gun and turned to Abi. "Sedative?" She nodded. The Doctor turned back to Korwin and sedated him. "All right, all right, all right. Just relax."

"What's wrong with him?" McDonnell asked, blinking away tears.

"Rising body temperature, unusual energy readings. Stasis chamber." He looked over to Penny with a small grin. "I do love a good stasis chamber."

Penny was not impressed.

"Keep him sedated in there. Regulate the body temperature. And, just for fun, run a Bioscan and tissue profile on a metabolic detail." The Doctor said, ignoring the look Penny gave him.

"Just doing them now." Abi agreed readily.

"Oh, you're good." He grinned at her. "Anyone else presenting these symptoms?"

"Not so far." 

"Well, that's something." The Doctor said, seeming to be trying to find a silver lining.

"Will someone tell me what is the matter with him?" McDonnell snapped. 

"Some sort of infection. We'll know more after the test results. Now, allons-y, back downstairs. Hey. See about those engines." He lead the others out, but Penny stayed put.

The Doctor noticed just as he was about to leave. "You're staying?" He asked.

"Yep. Never split up, that's what horror movies taught me." Penny shrugged.

The Doctor sighed. "Be careful and get out if anything goes wrong." He said seriously.

"Ay ay." She said, giving a mock salute.

"I'm serious, Penny. We don't know what's going on here."

"Yeah, but you and I both know it's more fun when you don't know. Gives you the time to show off."

"Penny."

Penny grinned. "'Course I'll be careful, Doc."

The Doctor nodded and was about to leave.

"Just make sure you're careful too, yeah?" She called after him.

"Yeah, yeah." He dismissed with a grin.

Penny's grin faded and she turned to Abi. "Alright, at the first sign of danger, we call them up. Any questions?"

Abi nodded. "How long have you two been married?"

Penny groaned.

"Heat shield failing. At twenty-five percent. Impact in thirty two fifty."

Neither noticed Korwin's hand twitch.

**Notes for the Chapter:**

> Question of the chapter:  
> Do you like Disney?
> 
> I adore it. I'm listening to the Moana soundtrack atm. I won't lie, I love it so much because Lin Manuel Miranda wrote the music for it lol. 
> 
> I hope you all are having a great night/morning/day!  
> until the next chapter!  
> -Jamie


	17. Sunday Or Sun Day

**Summary for the Chapter:**

> Penny stays with the Doctor.  
> The Doctor didn't want her to.

Penny was less than thrilled to be left in the med bay. Abi was a sweet enough girl, but Penny had never liked small talk.

"You said your name was Penny?"

"Yep."

"What made you want to do rescues?"

Penny scrunched her face up, looking at Abi. "What?"

"Well, you showed up to help, right?"

"Oh." Penny sighed, leaning against the console, careful not to lean against any buttons. "I don't really decide where we go. The Doctor's the pilot, Martha and I stay with him and travel, though we always end up somewhere like this."

Abi noticed the small smile that graced her features when she spoke of the Doctor.

"He takes you to space crafts in need?"

"No, he takes us all over. But where ever it is, the place always needs help, and that's what the Doctor wants to do."

"So you just travel and help?" Abi asked, looking up from her screens.

"Yeah, it's amazing."

"Do you ever visit home?"

Penny tensed. "No." She said finally, sounding much softer.

The two were silent for a moment. "Well," Abi began. "I wouldn't go home either." She cut the tension. "My home city's in a mess!" She joked.

Penny snorted, glad she hadn't been pressed for answers.

'Abi,' Penny heard the intercom. 'How's Korwin doing? Any results from the bio-scan?' 

Abi glanced at the screen, running her eyes over the data. "He's under heavy sedation. I'm just trying to make sense of this data. Give me a couple of minutes and I'll let you know." She said, putting all her focus back into her work.

Penny, having no work to do, stared at Korwin, wondering what was wrong with him.

They both heard the Doctor ask about Martha, but Penny zoned out, opting instead to think about the latest Harry Potter book she was reading. The fourth and longest of the seven was taking ages to finish. Every time she sat down to read, the Doctor knocked on her door for an adventure, or to ask her to make pancakes, and once to rant about a book he had been reading.

She sighed, she loved the Doctor, but he was overwhelming at times.

Wait.

"I love the Doctor?" Penny muttered to herself. "Like a friend or...?" She muttered lowly, not wanting Abi to hear her.

"Impact in thirty fifty." The computer snapped her out of her thoughts.

"Shut up." She groaned, drawing the words out, earning an amused glance from Abi.

"We need a backup in case they don't reach the auxiliary engines in time. Come on, think. Resources. What have we got?" The Doctor asked over the intercom.

"Doctor?" Martha said.

"What is it now?"

"Who had the most number ones, Elvis Or the Beatles. That's pre-download."

"Elvis. No! The Beatles! No! Wait! Er, er" There was a pause. "Oh, what was that remix?" Another pause. "Er, I don't know. I am a bit busy, ask Penny!"

"Fine. Penny, which is it?"

Penny thought a moment. The Beatles were rock back then, not as popular as people were led to believe, Elvis had a wider range of music, and therefore had a wider audience. "Elvis."

"Are you sure?"

"Yes, I'm sure." Penny scoffed.

"Impact in twenty nine forty six."

"I'm going to shoot myself if I have to listen to that computer again."

"Impact in twenty eight fifty."

"That's it." Penny looked around for some sort of off switch.

"Doctor, these readings are starting to scare me." Abi said, distracting Penny for a moment.

"What do you mean?"

"Well," She began shakily. "Korwin's body's changing. His whole biological make-up."

Penny looked back to Korwin, but he was no longer in the machine. She slowly turned to Abi, having a feeling Korwin would be there.

Penny was right. "Fuck." She said, stepping around Korwin and grabbing Abi, pulling her to the exit.

"Doctor!" Penny called so the intercom could hear her. "You need to get over here, like now!"

"I'm on my way."

"It's impossible." Abi whispered, stepping closer to him. "What's happening to you?" She asked him softly.

"Abi, get back here." Penny said softly, not wanting to provoke anything. She reaching out for Abi's arm, but Abi dodged her.

"Burn with me." Korwin spoke. "Burn with me." He stepped closer to her. "Burn with me." 

"Korwin, you're sick." Abi said, reaching out to help him.

"Burn with me!"

Penny tried to drag her away as Korwin opened his eyes, but she was too late. Abi's scream rang in her ears.

"Oh, god." Penny said, trying to process. "She wanted to help you." She choked out.

There was a smudge of black outlining where Abi once stood.

Penny's jaw went slack, tears welling up in her eyes. Korwin turned to her, eyes shut again.

Penny turned on her heel and ran. 

"Impact in twenty seven oh six."

She ran as fast as she could, turning a corner and running into someone's solid chest. "Penny?" Correction. She had run into the solid chest of the Doctor.

Penny didn't say anything as she let her head rest on his shoulder, trying not to cry.

"Penny what happened? Are you alright?" He asked hurriedly. When he got no answer, he turned to Captain McDonnell and Scannell. "Head to the med bay. I'll be right there."

They nodded, running to the med bay.

"Penny, I need you to tell me if your okay."

Penny nodded and the Doctor relaxed slightly, wrapping his arms around her and letting his head rest on top of hers. "What happened?" He asked after a second.

Penny squeezed her eyes shut. "Korwin got Abi." She finally whispered.

The Doctor's grip on her tightened. "It's not your fault." He squeezed her before letting her go, pulling away to look at her. "We can mourn her after everyone is safe." He said, wiping away a tear that had fallen from Penny's eye. He smiled sadly, reaching for her hand and interwining them together, gently pulling her with him to the med bay.

The Doctor had Penny wait outside, which Penny couldn't complain about. She feared that if she went into that room again, she would burst into tears.

"Why didn't your friend do anything?!" She heard McDonnell shout.

Penny tried not to listen in to the rest.

When the trio walked out, the Doctor immediately went to Penny, wrapping an arm around her shoulder as they walked.

"Is the infection permanent? Can you cure him?" McDonnell asked.

"I don't know." The Doctor lied.

"Don't lie to me, Doctor. Eleven years we've been married. We chose this ship together. He keeps me honest, so I don't want false hope." Her voice cracked, stopping mid step and turning to the Doctor, waiting for an answer.

"The parasite's too aggressive." The Doctor admitted. "Your husband's gone. There's no way back. I'm sorry."

McDonnell seemed to droop. "Thank you." 

"Are you certain nothing happened to provoke this?" He changed the subject. "Nobody's working on anything secret? Because it's vital that you tell me." 

"I know every inch of this ship. I know every detail of my crew's lives. There is nothing."

"Then why is this thing so interested in you?" He pondered, beginning to walk again, the others following suit.

"I wish I knew."

"Doctor," Martha's voice called from the nearest intercom. "We're through to area seventeen."

The Doctor walked to the intercom, Penny still tucked under his arm. "Keep going. You've got to get to area one and reboot those engines." He instructed.

"Heat shields failing. At twenty percent."

"Isn't that wonderful." Penny muttered.

"Airlock sealed. Jettison escape pod."

The Doctor tensed.

"Doctor!" 

"Pod jettison initiated."

"Doctor! We're stuck in an escape pod off the area seventeen airlock." Penny's eyes widened. "One of the crew's trying to jettison us! You've got to help us!"

Penny ducked out from under the Doctor's arm. She couldn't help Abi, but there was no way in hell she would stand by and let Martha get jettisoned.

The Doctor caught up a moment later, leading Penny to area seventeen.

The Doctor punched in a code by the pod.

"Tell me you can stop it." Martha ordered, scared out of her mind.

"Jettison held."

Everyone breathed a sigh of relief.

"Jettison reactivated."

Riley typed something in on his keypad.

"Jettison held. Escape pod stabilised."

Riley looked smug as Martha complimented him.

"Jettison activated."

"He's smashed the circuit. I can't stop it. I can't stop it!" Riley cried.

The Doctor turned around as the door behind them opened, revealing Ashton.

"Come on." The Doctor said cheerily. "Let's see you. I want to know what you really are." He reached for the visor but was stopped by Penny.

"Doctor, you don't want to do that."

Ashton collapsed.

"Airlock sealed."

Ashton got back up, walking back out, leaving them alone.

"McDonnell?" The Doctor called through an intercom. "Ashton's heading in your direction. He's been infected, just like Korwin!" 

"Korwin's dead, Doctor." Scanner said sadly.

"Airlock decompression completed. Jettisoning pod."

The Doctor looked through the airlock window, telling Martha over and over that she would save her. Penny walked to the intercom.

"Whoever's listening. I need a spacesuit right now!" Penny demanded over the intercom. "Area seventeen." She added after a moment.

"What for?"

"Shut the fuck up, get the spacesuit, and get over here."

Penny helped the Doctor into the spacesuit. There was no way the Doctor would let her do it, so she only hoped he wouldn't do anything stupid.

"I can't let you do this." Scannell said.

Penny scoffed. "As if either of us could stop him."

"You want to open an airlock in flight on a ship spinning into the sun. No one can survive that." 

"Oh, just you watch." The Doctor smirked.

"You open that airlock, it's suicide. This close to the sun, the shields will barely protect you." Scannell said in a last ditch effort to stop him.

"If I can boost the magnetic lock on the ship's exterior, it should re-magnetize the pod. Now, while I'm out there, you have got to get the rest of those doors open. We need those auxiliary engines." The Doctor said, ignoring Scannell's protests. 

"Doctor, will you listen! They're too far away. It's too late."

Penny glared at Scannell. "Maybe for you." She bit out.

"We're not going to lose her." The Doctor said, reaching for the helmet, putting it on.

"Decompression initiated. Impact in twelve fifty five."

"Doctor." Penny said. The Doctor turned to her. "Don't do something stupid." She said, hugging him quickly.

"That's coming from you?" He asked as he hugged her back.

"Impact in eleven fifteen. Heat shield failing. At ten percent."

Penny watch as the Doctor risked his life for their friend. She grit her teeth and held her breath, wishing it was her out there instead of him. She watched intently from the window as the Doctor reached their pod.

"Doctor, how're you doing?" Scannell asked. 

"I can't, I can't reach!" His voice called out. "I don't know how much longer I can last."

"Doctor," She called, pushing Scannell out of the way so she could use the intercom. "I swear to god, if you don't make it back... I'll" Penny tried not to cry. "I don't know what I'll do, but your my best friend, so you better make it back. You've never given up before, don't you dare start now."

There wasn't a response, but the Doctor managed to pull the lever down, magnetizing the pod and bringing all three back.

The Doctor stumbled through the airlock, no longer wearing a helmet, collapsing. Penny rushed forward and helped him up, putting his arm over her shoulder so she could hold some of his weight. "Doctor, you did it." She said, not knowing what to do.

Martha approached them. "Doctor!" Her grin quickly changed to a frown when she saw his eyes screwed shut. "Are you alright?"

The Doctor opened his eyes just for a moment, but that moment almost made Penny drop him and run.

In his eyes was the same light that had been in Korwin's.

"Stay away from me!" He yelled at Martha. Penny knew it was directed at her as well, but she ignored it and stayed by his side.

"What's happened?" McDonnell asked.

The Doctor groaned, his head lolling to one side as if he didn't have enough strength to lift it. "'s your fault, Captain McDonnell!" He gasped out.

"Riley," McDonnell started. "Get down to area ten and help Scannell with the doors. Go!" Riley did as told and ran off. 

"You mined that sun." The Doctor shook as he spoke. "Stripped its surface for cheap fuel. You should have scanned for life!"

Penny gasped. Images flew through her head. When she said the sun looked alive. The ship being out of date. Korwin's, and now the Doctor's, eyes glowing like the sun.

"I don't understand." 

"Doctor, what are you talking about?" Martha asked hesitantly.

"The sun is alive." Penny breathed, gaining the attention of everyone else in the room.

"That sun is alive." The Doctor repeated, slowly and deliberately. "A living organism. They scooped out its heart, used it for fuel, and now it's screaming!" 

"What do you mean? How can a sun be alive? Why is he saying that?" McDonnell asked Penny.

"Because it's living in me." He bit out.

"Oh, my God."

"Humans!" He spat, making Penny flinch, but resolutely stay, helping to hold his weight. "You grab whatever's nearest and bleed it dry!" His face morphed to fear. "You should have scanned!"

"It takes too long. We'd be caught. Fusion scoops are illegal." McDonnell tried to explain, but was shut up by the glare Penny sent her.

"You've got to freeze me, quickly." He said, face turning a bit to Penny. 

"What?"

Penny's brain raced as she tried to figure out what he meant. "The MRI looking machine, Martha. He wants us to put him in that."

"Below minus two hundred. Freeze it out!" He ordered.

Penny nodded. "I'll do everything I can," She looked at Martha as she began to half drag the Doctor to the med bay. "You go ahead and figure out how to use the machine. I'll be right behind."

Martha nodded and ran to the med bay.

"Impact in seven thirty." Penny swore to whoever was out there that she would destroy that fucking computer.

Martha had programmed the machine before they stumbled in. "It's ready."

Penny nodded, having the Doctor lay on the tray. "You'll be alright, Doctor." She assured, pushing his sweaty hair back from his forehead. She pushed the tray in.

"Penny?"

Penny gripped his hand. "I'm here."

"I'm-" He gasped. "I'm sorry."

"This isn't your fault."

"I'm scared."

Penny held his hand tighter. "I know, Doctor. I am too." Penny bent her head down and kissed his hand, her lips barely gracing over his knuckles. Then she pulled her hand away.

"Penny?" The Doctor asked, hand twitching.

"I have to let go so you can be put all the way in the machine, Doctor." She said softly, pushing him the rest of the way in, wiping the tears from her eyes before anyone could see them.

Penny watched the screen as the Doctor screamed from pain. Minus 20. Minus 50. Minus 80. Minus 100.

"Heat shields failing. At five percent."

Penny watched the numbers go back down, stopping at minus 80.

"No! Martha, you can't stop it. Not yet." The Doctor yelled.

"What happened?" Martha asked.

"Power's been cut in Engineering." McDonnell's eyes widened.

"But who's down there?" 

"Leave it to me." McDonnell said, running out of the room.

"Impact in four forty seven."

Penny looked from the Doctor to Martha, making a decision. "Martha. Get to the engines."

"What?"

"The Doctor said they stripped the sun for fuel, yeah? So drop the fuel onto the sun. Give it back."

Martha nodded. "Be careful, Penny."

She nodded. "You too."

Penny watched the Doctor squirm, wishing she could help. "

"Penny, listen! I've only got a moment. You've got to go!" He cried.

"Doctor, you should know me well enough by now to know that I'm not leaving your side."

"Please, Penny." His voice broke.

"Impact in four oh eight."

"No."

"Penny, I won't be able to stop myself. I could kill you." He begged.

"Impact in three forty three."

"Exterior airlock open."

"Doctor, I'm going to stay with you. I won't let you go through this alone."

"Impact in two seventeen. Primary engines critical."

The tray pushed out and the Doctor fell off, curling in a tight ball.

"Repeat. Primary engines critical. Survival estimate projection zero percent."

"I can't fight it." The Doctor said, all of his strength going into keeping his eyes shut. "Give it back or burn with me." He gasped, shaking his head franticly.

"Impact in one twenty one."

"Doctor, I know you can fight it."

"Life support systems reaching critical. Repeat. Life support systems reaching critical. Impact in one oh six."

"Please, Penny. Go." The last shred of his control draining out of him.

"Collision alert. Collision alert. Collision alert. Fifty eight seconds to fatal impact."

"Burn with me." His eyes opened and Penny looked away from the light.

"Fuel dump in progress. Fuel dump in progress."

The Doctor slumped over, the light in his eyes going out.

"Impact averted. Impact averted. Impact averted."

Penny rushed forward and caught the Doctor before he could hit the round. She gently set him down as he blinked, confused.

He wrapped his arms around her as soon as he understood everything that had happened. He held her tight and Penny held him back.

"This is not your ship." Scanner scoffed as he looked at the police box.

"Compact, eh? And another good word, robust. Barely a scorch mark on her." He bragged. 

"We can't just leave you drifting with no fuel." Martha said to Riley.

Penny grinned. She knew that look. She looked at Riley, who had the same look on his face. She nudged the Doctor who seemed to have noticed the same thing.

"We've sent out an official mayday. The authorities'll pick us up soon enough." Riley assured Martha.

"Though how we explain what happened-" Scanner was cut off by the Doctor.

"Just tell them. That sun needs care and protection just like any other living thing."

The Doctor grabbed Penny's hand and pulled her into the Tardis after him.

They waited a bit as Martha as no doubt kissing Riley.

"So." Martha said happily as she stepped into the ship. "Didn't really need you in the end, did we? Penny and I could do this by ourselves." She looked at the Doctor, who had a defeated look on his face. Martha winced. "Sorry. How are you doing?"

"Now, what do you say?" The Doctor changed the subject. "Ice skating on the mineral lakes of Kur-ha. Fancy it?"

"Whatever you like." Martha agreed.

They both looked to Penny. "Ice skating sounds great."

"By the way," The Doctor said, shoving his hand into his pocket and pulling out a key. He tossed it to Martha. "You'll be needing this." He said.

"Really?" Martha asked. 

Penny wondered briefly if the Doctor would ever give her a key. 

"Frequent flier's privilege." He turned to Penny. "Thank you."

Martha gasped. "Oh, no. Mum." She pulled out her phone, rushing to her room to make the call.

The Doctor turned to Penny with an unreadable expression. "We need to talk."

**Notes for the Chapter:**

> Question of the chapter:  
> Who is your favorite regeneration? (Modern and New Who)
> 
> I have to go with the Doctor I started with, Christopher Eccleston.  
> But I absolutely adore them all
> 
> "We need to talk" That is the end of all relationships... good thing Penny and the Doctor aren't in one ;)
> 
> I hope you all enjoyed this, I enjoyed writing it  
> Thank you all so much for reading, feel free to comment or vote on the chapter if you so choose  
> I'll see you all next chapter!  
> -Jamie


	18. The First Rule Of Fightclub

**Summary for the Chapter:**

> Penny doesn't like when the Doctor is in danger.  
> The Doctor doesn't like when

Penny sat in the jump seat, elbows on her knees with her chin rested in her hands. By the look on the Doctor's face, she estimated she would be there for awhile.

"What did I tell you?" He asked with an unreadable face.

"To stop flirting?" She asked, scrunching her face up.

"I told you to leave." He continued, pretending she hadn't spoken.

"Oh." Penny sighed. That's what this was about.

"I told you to leave, and you stayed." He stood with his back facing Penny, arms rigidly holding onto the console. "I could've... you could have gotten hurt, Penelope." Penny rolled her eyes. She'd known that she could get hurt, she wasn't an idiot. "And this isn't the first time you've done this!" He said, turning around. "You pushed in front of me when the Carrionite killed Peter. It would have killed you."

"It was going to kill you!" Penny shot back.

"That doesn't matter." He dismissed, getting more upset. "You knew it wasn't safe, and you did it anyways."

"Do you want me to apologize?" Penny snorted bitterly. "I'm not going to. You were about to sacrifice yourself to her!"

"Better me than you."

Penny's eyebrows raised. "Really. Better you, someone who is capable and willing to save countless people and species with his time machine, than me, someone who doesn't even have a family to miss them?" She rolled her eyes. "I'm pretty sure your life is more valuable than mine." She grimaced at the Doctor's face.

His face was hard, leaving no room for emotion. "Your life is not something to throw away."

"I never said it was!" She snapped. "I never said I was worthless, or that I could throw it away without consequence." She took a deep breath. "Out of the two of us, which one has save someone's life?" She asked. "The fact that you are very important doesn't mean I think I'm not." She stood. "If you wanted someone to do as you say, without thinking for themselves, you should've brought a dog with you instead of people."

She made her way to the corridor, wanting to take a shower before she was inevitable kicked off the ship.

To her surprise, Penny was not kicked off as soon as she re-entered the console room. She pulled her jean jacket around her tighter as she saw that the Doctor was in the same place he had been when she left, a pensive look on his face.

"I don't want you to do as I say." He finally said, not turning to face her.

"Then what were you trying to tell me?"

"That when I tell you to leave, it's because I can't think of a way for you to stay without getting hurt."

"You've been wrong before, haven't you?" Penny challenged, leaning against the railings, arms crossed over her chest defensively.

The Doctor sighed. "Please. I just want you to try to be safer."

Penny nodded absentmindedly. That was understandable. "Alright. That I can do."

The Doctor's head snapped around, surprised she had agreed so easily. "Really?" He breathed out, finally relaxing a bit.

"Yeah," She shrugged. "It's reasonable enough. Not like your asking me to go bungie jumping off a cliff."

The Doctor grinned. "I thought that would be harder."

"What did you think I would do?" Penny asked with an unimpressed look on her face. The Doctor didn't notice.

"Yell at me, maybe slap me. Refuse to speak to me for eleven days... I don't know."

Penny quirked an eye brow. "Would you rather I do that? Slapping you can be arranged."

The Doctor winced at the thought. "No, thank you."

Penny let a smile show on her face as she walked up to him. "So, you said ice skating?"

"Yeah, Kur-ha is wonderful in spring. The ice is perfect for skating and it isn't too cold for humans." He grinned down at Penny. "The water is actually poisonous, but since the planet's frozen year-round, it's not commonly used. In fact, it's so rare, that there's only one official cure; wheat from the ensone fields of Garneck neutralizes the poison." He blinked. "Maybe we should go to Garneck soon. I've heard wonderful thing about the years 7053 to 7058, the rest is riddled with police nations and dictatorships. We'd have to be careful which year we land in... actually, best not to go there. I've heard it's boring." The Doctor rambled.

Penny listened, making a mental note to never let the him take her to Garneck.

"Doctor," Penny said as he stopped talking to breathe. "If we're going ice skating, shouldn't I wear something warmer?"

The Doctor shook his head. "What you're wearing is fine. The air of Kur-ha is much warmer than the water, in fact, you might be a bit hot." The Doctor's eyes lit up. "You see, the atmosphere contains Exohelpher, making gas warmer than liquids originally at the same temperature."

Penny smiled softly as he went on about how unique that planet was.

Penny had never been ice skating, but the Doctor had made it look so easy, that she had shrugged off his offer to teach her. She was regretting the decision after she fell for the seventh time. She heard the Doctor's laughter and knew he had seen.

"Oh, fuck off." She muttered as the Doctor skated over, offering a hand to help her up. She took the hand with a fake smile, pulling him down with her.

"Don't be so bitter!" The Doctor laughed, pushing himself off the ice, Penny doing the same.

"I'm not being bitter." The Doctor raised an eyebrow. "I'm being sour. There's a difference."

The Doctor scoffed. "Really? Please, educate me on the difference."

Penny smirked. "You can only be bitter about something that has happened to you, you can be sour about something happening in the future."

The Doctor rolled his eyes, too happy to bother thinking of a reason why she was wrong. "Fine, you're sour." He grabbed both her hands, skating backwards as he gently pulled Penny forward. "Now let me teach you how to skate."

Penny wasn't sure how long they skated, but her knees were sore from falling on them and she had a bruise on her arm from bracing herself with it when she fell.

She sat at the side of the lake as Martha tried to do a spin. She cheered when Martha didn't fall over. She watched the two skate on the frozen lake, glad skating wasn't popular on the planet, so it was just the three of them.

The Doctor was showing off as usual. Spinning as if he had been born doing it. He landing several jumps, but Penny's favorite was when he fell. It only happened once, but he had been doing a jump while looking over at Penny, he had miscalculated how high he had jumped, and he hit the ice sooner than he thought he could, causing him to crash to the ground in tangle of limbs. Penny had laughed for ten minutes straight, wishing she could have recorded it.

The Doctor pouted, saying some nonsense about how he "meant to fall! I didn't want you to feel bad about not being able to skate! Martha, you believe me, right?"

When the artificial sun began to set, Penny had to practically drag the Doctor off the ice, Martha having already walked back to the Tardis an hour before.

"Come on, we should at least stay for a few more minutes." He whined.

"Why? So you can show off more?"

"Nah, the sunsets are amazing here. Only fifty other planets have the same number of colors in their sunsets." He said, taking off his trench coat and sitting on it, leaving space for Penny.

She sighed. "We're going back as soon as it's done." The Doctor grinned, patting the space next to him.

Penny plopped down on the coat, looking up to the sky. Her eyes widened. The Doctor had been right. It was absolutely amazing, but it also seemed wrong. "Are the colors caused by the artificial sun?" She asked.

The Doctor nodded. "Yep. The colors don't seem natural because the light isn't." He said. "But it's still lovely."

"Yeah, it is."

Penny changed into sweats, yawning. She walked into the cinema room, not expecting the Doctor to already be there.

"Hey." She said, slouching onto the couch.

"What movie?" The Doctor asked, looking through the choices.

"I don't care." She paused. "As long as it isn't historical. I don't think I can survive you lecturing the telly again." She joked.

"It's the moive's fault! If the director had even tried a bit to be accurate, then I wouldn't 'ave had to 'lecture' it!" He huffed, clicking a movie at random.

"No talking, Doc. I'm a human, and I need sleep."

Abi worked at the controls, idly chatting with Penny.

"I can't believe you travel all over to save people!" Abi said, though her voice didn't hold the same amount of joy it had before.

The walls were cold and the clock on the wall stopped ticking. She glanced up at it. 08:57. She looked back at Abi, who had stopped working and was now staring at the wall, not facing Penny.

"I've never saved anyone, that's what the Doctor does," Penny denied, noticing the woman's change of tone. "I just do my best to help along the way."

"Still, getting to see planets, people, places I'll never get to see."

She could swear that despite the clock being broken, she could still hear it ticking. Though, t sounded more like a heartbeat than a clock ticking.

Penny frowned. "Why not? If you want to travel, you should try to find a way to do it."

The ticking stopped.

"There is no way."

"There's always a way." Penny argued.

Abi turned around, her eyes glassy, holding no life. "There is no way." She repeated.

"Ab-Abi?"

"I will never see anything again."

Tears rolled down Penny's face. "What happened?"

"You did. You killed me."

"No."

"You killed me." Her face contorted into pain. "You kil-killed... You killed m- mummy?" Penny wanted to look away as she choked, coughing. She couldn't describe her terror as a gasmask covered her face. "Are you my mummy?"

Penny woke up before the movie was over. She looked around her franticly before her eyes rested on the Doctor, who was awake and looking at her.

"Are you alright?" He asked, reaching out a hand to place on her shoulder.

"I didn't take that pill." She informed him, blinking back tears.

"Oh."

They were silent for a moment as Penny tried to calm herself down.

"Do you want a hug?" The Doctor asked, unsure if it would make things worse or not. When Penny didn't answer, he figured that to be answer in itself. So he was moderately surprised with Penny wrapped her arms around his neck, pulling him into a hug.

The Doctor wrapped his arms around her, rubbing her back as he tried to think of what he could do. "Do you want to talk about it?" He asked hesitantly.

Penny shook her head from where it was nestled against his neck.

The Doctor's grip on her tightened. "Was it about Abi?"

Penny said nothing.

The Doctor sighed, resting his head on top of Penny's. "It's not your fault." He said softly.

"I know." Penny's voice was almost too soft that he couldn't hear it, even with his Time Lord hearing.

"You did what you could. You couldn't help her, and that isn't your fault."

"It feels like it is." Penny mumbled, to quiet for him to hear, but he understood what she meant.

"I know." He said softly, stroking her hair, remembering all the people he wished he could save.

The next morning, Martha asked to go to an alien market.

"Sounds fun." Penny quickly agreed.

The Doctor grinned, pulling a lever. "How about planet X, creatively named by a Mister John Hamish Watson."

"The book character?" Martha asked.

"No, his parents were big fans though, hence the name." He landed them shakily. "This particular market is open all year round. Nicknamed La Bella Casa by travelers." He pulled open the doors for them, excited to look around himself.

As nearly everything with the Doctor ends, their trip ended with them running for the Tardis.

"Get down!" The Doctor cried, pushing Penny down as he slammed the door shut. "Did they see you?" He asked them both franticly.

"No, they didn't, I was wearing the shawl I got." Penny answered, not questioning why it mattered. 

"I don't know." Martha said, looking panicked.

"But did they see you?" He asked again.

"I don't know. I was too busy running." She said defensively, looking to Penny for help.

"Martha, it's important. Did they see your face?" The Doctor asked again.

"No, they couldn't have." She decided.

The Doctor nodded, running to the console and pulling a lever, sending them away. "Off we go!" He frowned, looking at the controls wildly. "Argh! They're following us!" He turned a dial.

"How can they do that? You've got a time machine." Martha asked.

"Stolen technology. They've got a Time Agent's vortex manipulator. They can follow us wherever we go, right across the universe. They're never going to stop, unless..." His eyes widened and he reached into his pocket. "I'll have to do it." He said, eyes showing a grief that only Penny noticed. "Penny, you trust me, don't you?"

"Obviously, Doc."

The Doctor nodded and glanced at Martha. "And you?"

"Of course I trust you."

The Doctor nodded again. "Because it all depends on you two."

"I'm not responsible, Doctor." Penny denied right away.

"What does? What are we supposed to do?" Martha asked.

The Doctor pulled out a fob watch with beautiful circular designs on it. "Penny, take this watch, because my life depends on it." He said, taking her left hand and placing it on her palm. "This watch, Penny. The watch is me."

**Notes for the Chapter:**

> Question of the chapter:  
> What's your favorite thing to do?
> 
> I obviously love writing, but I'm also apart of three different choirs and am involved with a few different theatre companies. When I can, I like to read, but most of my time goes to writing right now, lol
> 
> If you liked the nightmare scene, you can thank a certain commenter for inspiring it. If you didn't, don't blame them, I'm the one who wrote it :3
> 
> I hope you liked the chapter! Next is Human Nature, one of my favorite episodes with Ten!
> 
> I hope you are all having a stellar day/morning/night!  
> See you next chapter!  
> -Jamie


	19. Teaching Latin Sucks

**Summary for the Chapter:**

> Penny becomes a teacher.  
> The Doctor becomes human.

Penny hadn't slept that night. Not because she couldn't, but because she had to study.

The Doctor had given her the psychic paper and told her to get a job as one of the teachers. Penny had gone and gotten a job as a Latin teacher, the only problem was that she didn't know a lick of Latin.

She read through the text book she brought from the Tardis again.

"Simple sentence structure will be written: subject, direct object, verb." She look up. "The fuck is that supposed to mean?" She groaned, wishing she could just go back and live in the Tardis.

There was a knock on her door before she could confuse herself more. "Come in!" She called, shutting the book and tossing it on the bed she was sitting on.

"Good morning, Penny." Martha's voice said.

"Is it?" Penny questioned. "What makes it good? I have to learn a language in two days and you have to wait on a bunch of little bastards." She said, falling back onto her bed.

Martha fought to keep a straight face. "Please refrain from calling the children 'little bastards.'"

"Why?" Penny whined. "If I'm going to be here for three months, at least let me have some fun."

Martha burst into laughter, coming to sit by Penny on the bed.

Penny was wearing modern sweats instead of the night dresses Martha had told her she had to wear. "Did I mention that I hate dresses? I don't know how you wear that maid outfit-thing."

"It's not that bad." Martha said, lying back with her friend. "Except for the kids who speak to me as if I'm an object. Right little bastards they are."

"Want me to give them detention?" She paused. "Nevermind, I'm not allowed." She huffed, sitting up and crossing her arms.

"Why not? You're a teacher, aren't you?"

"But I'm a girl, and apparently girls rule using their emotions instead of logic." She did a bad impression of the Dean of Students who had hired her.

"What are you supposed to do with a misbehaving student?"

"Ask a man for help."

Martha scoffed and got up, walking to the tray she had brought in with her. "You asking for help? And from a man none the less?" She glanced as her friend who looked exhausted. "I just can't see it."

"Nor me, Martha." Penny said, standing.

"I brought your breakfast." Martha said, passing her the tray.

"You're an angel, Martha. Truly." Penny said happily, finding that food tended to fix most of her problems.

"I know." Martha smirked, making Penny snort. "I was just with the Doc- John Smith, and he told me he's been having dreams."

Penny wiggled her eyebrows as she poured herself tea. "Dreams?"

Martha shook her head fondly, "Dreams about the Doctor."

The mood in the room quickly turned serious. "Oh." Penny said. "He's remembering then."

"Yeah, he writes them all down in a journal. I don't know how much he's remembering though. He's convinced they're dreams."

"Good." Penny sighed. "He can't know they're real." Penny took a bite of her toast, offering the other piece to Martha, who she was sure didn't get much food.

Martha accepted, and they lifted their bread as if toasting something before eating them.

"He mentioned you." Martha said after they both ate her breakfast.

"Really? Why?" Penny snorted.

"He asked if I'd spoken to you, something about wanting to meet the new teacher."

Penny rolled her eyes. "I'm starting tomorrow, two days after he started." She pointed out.

"I don't know, I think he's interested in you." Martha wiggled her eyebrows.

Penny rolled her eyes again. "If he's anything like the Doctor, then it's just because he wants to be nice." Penny looked back at her Latin book. "I've got to keep studying, but you're welcome to chill here while I do, I have a few books I brought from the Tardis. Don't tell the Doctor, but I brought some Harry Potter."

Martha grinned. "Did you bring the seventh?" Penny nodded. "I'll come round after I've done my work to read it." She said.

"Good luck, tell me if anyone gives you shit." Penny said, turning to the last page she was on in the textbook.

"What are you going to do, ask a man for help?" Martha joked, leaving the room.

Penny sighed. This was going to be a long three months.

"Good morning class."

"Salve, Magistra." The class responded.

"For those of you who haven't realized, I'm your new Latin instructor, Miss. Walker." She gave a small smile to the class. A few boys returned it, most looked bored. "I hope you are all ready for a short quiz." Nearly every student looked like he wanted to complain. "It will not be graded. I want to see how much your last teacher got through before they had to leave." Penny clarified, receiving grateful looks from the students. "I'll write the questions up on the board, please answer them in your note books and turn them in when you are done. If you cannot answer a question, please leave it blank."

The boys took about half of the time to finish, so she let them quietly talk as she looked through the answers.

Penny silently sighed, this class was advanced. She'd have to bust her as off to be able to teach them properly.

After she dismissed the students, she took a small walk before her next class walking to where she knew Martha was stationed. She saw John walk past.

"Morning, Sir." Martha greeted him.

"Yes, hi." He said politely before walking away.

"Head in the clouds, that one. Don't know why you're so sweet on him."

"I agree, Miss. Jenny." penny said, a small smile on her face.

Jenny looked over in horror. "Oh, I'm so sorry Ma'am, I didn't mean-"

Penny waved the apology away. "There's no need, I agree." Jenny looked shell shocked. Penny smiled at the young woman. "I'm Penelope Walker, it's a pleasure to meet you." She said.

"Penny!" Martha said happily.

Jenny looked at her friend in horror. "I'm so sorry Ma'am, she's new here, and-"

"You must stop apologizing to me." Penny cut her off. "You'll find I'm not easily offended." She looked back to Martha. "How are you, Martha?"

"I'm well as I can be, I suppose." She said, still scrubbing the floor.

The three didn't notice the three boys walking past until one spoke to the two. "Now then, you two." He addressed the maids. "You're not paid to have fun, are you? Put a little backbone into it."

"Yes, sir. Sorry, sir." Jenny automatically replied, putting her head down and working.

"You there," The other one spoke, pointing at Martha. "What's your name again?"

"Martha, sir. Martha Jones."

The boy smirked smugly. "Tell me then, Jones. With hands like those, how can you tell when something's clean?" The two boys laughed, turning and walking away.

Penny could tell Martha wanted to respond as the two walked on, but Penny spoke first. "You say she can't tell when things are dirty?" She questioned calmly. The two boys turned around. "Well, I should say you are lucky you don't have that problem, because my classroom could use some cleaning, and according to you, Miss. Jones cannot help with that, so you two can do it instead, yes?" She tilter her head to the side, a sweet smile on her face, though her eyes were stern enough to make the boys a bit scared.

"Yes, Ma'am." They both replied.

"Lovely." She said. "Now off you go, don't be late for your next class."

She watched as they walked off, whispering to each other. She turned back to the two, only one looking surprised. "Martha, it was lovely seeing you, but I should be off. Take care."

"You as well, Penny."

Penny winked at her, turning to up the steps, running into John on one of the landings. He was holding a large pile of books that looked ready to topple over.

"Good morning, Mister Smith." Penny said, John jumping in surprise, not having noticed her. He dropped a few books and before he could begin to bend over to pick them up, Penny was holding them.

"Let me help." She offered. "Where are you off to, I can carry these."

"No, no, I've got it, no." He denied, looking flustered.

"I insist, Mr. Smith."

"Oh, alright, then." He sighed, giving in.

"And which way might we be going?" Penny prompted, making John's eyes go wide as his face went redder.

"Th-This way." He stuttered, about to point, but realizing his books would fall if he did. "How are you finding the school?" John tried to make polite conversation.

"It's nearly perfect." Penny lied. Truth be told, she was hating every moment. It would be different were the Doctor there to make things interesting.

"Nearly perfect is high praise." John pointed out.

"I suppose, how are you finding it?"

"Wonderful. My students are well versed in their studies. A teacher could not ask for more." He said, smiling softly.

"I agree, Mr. Smith."

"Are you having any problems with the students, Mrs. ?"

"Ms. Walker." She informed.

"Ms. Walker." He repeated.

"Not my students, no. Though I have seen some rather concerning behavior from some of the older boys."

John quirked an eyebrow. "What kind of behavior?"

"Appalling actions towards the help." She said.

John's eyebrows furrowed. "I'll be sure to keep an eye out."

They made it to John's quarters, and Penny gave his books back, forcing a smile at the man who looked like her best friend.

She walked back in the direction of her classroom and sighed. This would be a long three months.

Surprisingly, Penny's easiest classes to plan were fore the more advanced students. She simply wrote Latin on the board and they translated it. They were slowly working through Caesar's De Bello Galico.

Her younger students were harder to prepare for, because she actually had to know what she was doing. She mostly focused on memorization and vocabulary work.

They were a month in and Penny was dead bored. In her free time, she took up learning the piano after seeing a piano book in the library. She was terrible at it, but she was at least doing something instead of staring at the celling.

"Penny?" Her door opened and Martha walked in.

"Hi." Penny said blandly, laying on her bed and thinking.

"Don't you have class?"

"No. They're all in that gen training thing."

Martha winced, sitting beside her. "I never thought the Doctor would be teaching people to use guns, let alone children!"

"Martha, that's not the Doctor." Penny reminding, wishing she was wrong.

"I know." She sighed. "Sometimes I just want to slap him into remembering."

"Me too." Penny admitted. "I don't know how it's possible to miss someone who isn't even gone."

Martha shot up, looking at Penny with a smug smile. "You miss him then?"

Penny sat up, shrugging. "He's my best friend who is currently pulling a Penny and not remembering either of us. Of course I miss him."

Martha blinked. "Pulling a Penny?" She questioned, trying not to laugh.

"I don't know." Penny shrugged again.

Martha giggled at her friend and shook her head fondly. "I just came to let you know that the matron is sending goo goo eyes at John."

"Oh, Joan?" Penny asked, perking up at the name of the only other woman employed by the school who wasn't a cleaner or cook.

"Yeah, her."

"Okay," Penny thought for a moment, scrunching up her face in thought. "It'll be fine as long as John doesn't get attached, I think."

"Why can't he et attached?" Martha asked. "You jealous?"

Penny shook her head. "No, but if he gets attached, he might not want to go back to being the Doctor when he has to."

"Oh."

"Yeah, it should be fine as long as we keep an eye out."

Penny would occasionally run into John around the school, one such time was after a particularly obnoxious class. She was headed back to her room for her lunch break when she ran into the Doctor outside of the library.

"Oh, good afternoon, Mr. Smith."

"And you, Ms. Walker."

Penny internally sighed in annoyance. "Please, I believe we know each other well enough for you to call me by my first name, Mr. Smith."

She could have sworn John's face went a bit red. "And your first name would be?"

"Penelope."

"Well then, Penelope. I'd rather you use my name instead of Mr. Smith anyways."

Penny was sure this time, his face was definitely getting redder. "It was John, yes?"

"Yes." He confirmed.

"It was lovely seeing you, John." She said with a polite smile. "But, I must be preparing my lesson plans."

His ears went red. "Of- Of course, don't let me keep you."

Penny let out a small laugh at the look on John's face. "Right." She said.

It was another few days before she ran into him again, this time literally. John was walking down the hall he believed to be empty while writing something down in a journal.

Penny had turned the corner just to fall over as John ran into her, dropping his journal by accident.

"Oh, goodness, are you alright, Penelope."

Penny winced, it was beyond weird to have him call her Penelope instead of Penny.

John saw the wince and assumed she was hurt. "Oh, please forgive me, I was in my own world and didn't notice you." John rushed.

Penny reached for the journal and stood up, brushing the skirt of her dress off. "I'm quite alright, John. Nothing to worry about." She smiled, handing his journal back, though not before glancing at the title. "Journal of impossible things?" She read aloud.

John's face went red. "Yes-well- er... I often have the strangest dreams, and I've taken to writing them down." He stuttered.

"Hmm, what sort of dreams?" Penny asked.

"Well, they're all written down if you'd like...?" He offered her the journal.

"I'd love to, thank you."

"Would you care to discuss it over a cup of tea?" He asked before his eyes went wide. "Oh dear, I do hope that didn't come off as-"

"John," Penny interrupted calmly. "A cup of tea sounds lovely."

That's how she ended up sitting on John's couch as he went over his dreams, confiding that he hadn't shown his journal to anyone before.

Penny opened the book, setting her tea cup down. Her eyes were drawn to the sketches immediately. "You are a talented artist." She said, finger hovering over one drawing of a young woman.

"That's Rose." John explained. "She seems to disappear later on, though."

Penny realized that was the same Rose he had told her about and focused on something else, sure that if the Doctor was there, he wouldn't want Penny to be asking about Rose.

"Are there any other reoccurring characters?" She asked, wondering if she had been in them at all.

"My maid, Martha Jones, appears a few times." He said, thinking. He flipped a few pages of the journal that was still in her hands, landing on a full page drawing of a woman with long hair and a snarky smile on her face. "She does too, though I don't know her name. She seems to be a good omen, though."

Penny knew immediately the drawing was of her, but John didn't seem to. Beside her, the Tardis was drawn and labeled 'Magic Box.' In swooshy cursive that seemed too neat to be the Doctor's.

"And the 'magic box?'" Penny asked, tilting her head to the side in feigned confusion.

"Oh, it's always there. It appears like a magic carpet, taking us off to different places."

'Us?' Penny wondered. "I dare say your dreams seem like a better reality, John." She joked.

"Yes, well, it is a shame some of it is not real, isn't it?" He joked back, a smile on his face as he finally seemed to relax around her.

"A shame indeed." She said, turning the page and reading about his adventures.

Two months in and Penny was bored beyond belief. She had taken to sneaking out in the dead of night and sitting at the lake nearby. She had lugged an astronomy book with her one night and tried to find constellations, but she could only find a few of the dozens listed.

Her classes were going well and she seemed to be a decent teacher, if the students attitude and scores were anything to go by.

John would come to her often now, telling her of his dreams or discussing their childhoods (something Penny had to make up on the spot, apparently, she was born in London and had always wanted to teach). She found herself enjoying his company, but she missed the Doctor.

"I heard there's a town dance next week." John said.

"Really?" Penny asked, pretending she hadn't seen the poster both in town and in the school. "Sounds interesting."

"Yes, I was wondering if you were planning on going?" He asked nervously.

Penny realized what was going on and resisted the urge to stand up and walk away. The last thing she wanted to do was begin a relationship with John and then tell him his life wasn't real.

"I'm not sure." She said, trying to find a way out of the conversation.

"Well, if it isn't too forward of me to ask," John began. "Would you like to attend it with me?"

Penny blinked. If she said no, not only would John be upset, but it might break their friendship, which would make keeping an eye on him difficult. She internally sighed and forced a small smile. "Sounds fun." She managed to get out.

John's face lit up and Penny was almost glad she had said yes. Almost.

"Wonderful."

The day before the dance, John fell down the stairs. Penny crossed her fingers, hoping that he had twisted his ankle or something. As long as it stopped him from going to the dance.

No such luck, it seemed as she knocked on his door.

"Come in." John called.

Penny walked in, closing the door behind her. Martha was already there, along with Joan, who was dabbing at a small cut on John's head. "Are you alright?" She asked him.

"Quite. I'll be fit as a fiddle by tomorrow." He assured, though it had the opposite effect intended.

Penny held back a groan as she realized she'd have to go to the dance. "I'm glad." She said, ignoring the curious look Martha sent her. She'd fill her in later.

Both Martha and Joan dismissed themselves soon after, claiming they had duties. Penny wished he could say the same, but her classes for the day were over and she didn't think she could lie to the Doctor, even if it wasn't really him.

Finally, Penny excused herself under the pretense of grading papers, something John was very familiar with, as he had a stack he had to grade as well. "I'll drop by your room at five?" He asked as Penny walked to the door.

Penny nodded. "I'll see you then."

Penny closed the door behind her, sighing.

When she made it to her room, Martha was waiting for her. "What was that about?" She asked ad Penny closed the door.

Martha was on her sofa, Harry Potter book in hand. She set it down and looked at Penny expectantly.

"He asked me to the dance." She said numbly.

"I told you he was interested in you!" She scoffed.

"Yeah, yeah. You were right. Isn't that wonderful?" She groaned, flopping onto her bed face first.

"Moving on," Martha chuckled. "Joan's getting suspicious. Says John seems like he's not 'all there.'"

Penny snorted. "He wasn't all there when he was the Doctor." She pointed out, Martha snickering. She rolled over. "We need to stop be the Tardis, I don't have any formal dresses here. I didn't think I would need them."

"And I didn't think I'd be traveling with and alien and his girlfriend, but here we are."

"...I'm not his girlfriend."

**Notes for the Chapter:**

> Question of the chapter:  
> If you could automatically know one language, what would it be?
> 
> I'd pick modern Greek. I spent about a year studying it, but I wasn't great at it
> 
> I honestly love this chapter, not going to lie, so I hope you all love it too!  
> Thanks for reading!  
> See you next chapter  
> -Jamie


	20. Walk Into The Club Like What Up, We're In Danger

**Summary for the Chapter:**

> Penny has to go to a dance.

While Martha listened to the instructions the Doctor left them, Penny tried to find a dress that said, "You're a good guy, but I'm not going to date you." She had a vague idea of what formal dresses from 1913 looked like, but not enough to be confident in her choice. She picked a dress from the correct time at random and decided it was the best she could do. Before she went back to the console room to meet with Martha, she made a stop at her room, wishing she didn't have to go back out into the real world.

She made her way back to the console room slowly. Martha was sitting on the jump seat, waiting. "Hey." Penny called.

"You have a dress?"

Penny held up the small bag that held the dress. "Wish I didn't."

Martha snorted. "Oh, don't act like you're not happy he asked you out."

"I'm not. In no way could what I am feeling be considered 'happy.'" Penny sighed, running a hand down her face.

"Whatever you say, Pen." Martha stood up and Penny held the Tardis door open for her, closing and locking it behind her with Martha's key. She tossed the key back to her and began the walk back to the school.

Martha went on a walk with her friend Jenny. She had invited Penny, but Penny was aware that Jenny was scared around her, so she declined.

So she wondered the village, running into John at some point and walking with him.

"It's so peaceful here." Penny said, trying to make it sound like a good thing instead of how boring she found it.

"If not peace, than what are you used to?" John asked as they walked arm in arm.

"Chaos." Penny said without thought, then tried to fix it. "My previous place of employment could never be described as calm." Penny said, remembering the reference the psychic paper gave her.

"Why is that?"

Penny thought a moment. "There was always the fear of attack." She decided.

"No woman should have to live in fear." John said, looking down at her with sympathy.

"I disagree." Penny said calmly. "How are we to live without fear when fear is the motivator for peace?"

John smiled warmly. "You make an excellent point, Penelope."

They ended up walking past Martha and Jenny as the ship crashed. John had dismissed Martha's opinion and Penny wanted to smack him. He offered to walk them back to school, but they declined politely.

John and Penny made their way back to the school, Penny inviting John into her room for a cuppa.

John sat on the sofa as Penny poured two cups, handing one to him and setting hers down and retrieving his journal to give back to him. She set it beside her cup of tea and sat a respectable distance away from him, not wanting to appear interested in him.

John took a sit and set his cup down, picking up his journal. "May I draw you?" He asked shyly.

Penny blinked, shocked by the request. "I don't see why not." She said numbly. "So long as I can read as you do so."

John nodded, smiling. Penny picked up one of her many books and began to read, trying to ignore John's observant eyes on her as he drew.

Penny couldn't lie. In John's sketch, she looked fantastic.

"I'm sure you've exaggerated my looks, John." She said softly as she took in the drawing.

Penny was looking down at a book, a thoughtful expression on her face, her hair drawn up into the bun that sat atop her head.

"This is how I see you." He said softly, looking at Penny like she was the only other person in the world.

"You flatter me." Penny said, looking back to John, only to see that he was closer than he had been.

John's hand went up to tuck a piece of hair that had fallen from it's place behind her ear, his hand resting on the side of her face. He leaned in and pressed his lips to hers gently. He pulled away, both of their faces bright red. "I've never-" He stuttered, before he stopped, leaning back in.

Penny's door slammed open. "Penny!" Martha shouted. "Oh." She said as the two jumped away from each other.

John cleared her throat, face getting redder. "Martha, have you not been told to knock before entering?" He questioned coldly.

Martha looked like she was done with him. Before she could try and explain herself, Penny stood between the two.

"It's quite alright, John. Martha is a friend of mine. I told her she may enter as she chooses."

John looked at her in confusion. "As long as she isn't being disrespectful." He said, looking back at Martha. "I apologize for assuming, Martha."

Martha looked taken aback. "Uh. Sure. It's fine."

Penny looked at Martha, noticing her worried expression. "John, your company has been wonderful, but it is getting late."

John looked between the two women and nodded. "Yes, it is. I'll bit you goodnight then." He said, shooting a smile to Penny before leaving, forgetting his journal.

As soon as the door closed, Martha started talking. "Oh god, Penny. I checked the instructions, it doesn't say what we should do!" She exclaimed, flopping onto the bed. "What are we supposed to do? If we give him the watch, they'll be able to track him, but if we don't he could get hurt!" She rambled.

Penny took her tea that he'd hadn't began to drink and gave it to Martha, not sure how to best help her. "Martha, I'm sure everything will turn out fine." She started. "So long as they don't know he's the Doctor, we don't have to give him the watch, alright?" She put an arm around her friend. "They might know he's here, but they don't know who he is."

Martha took a deep breath. "You're right." She paused and looked at Penny slyly. "Wait. You two were sitting awful close when I came in."

Penny groaned. "Please no."

"It looked almost as if you two were kissing."

Penny sighed. "I couldn't very well push him away!" Penny groaned.

"Why not? Because you were kissing him back?"

"Because if I did, he wouldn't want to be around me and I wouldn't be able to keep an eye on him." She said defensively.

Martha smirked. "Are you sure that's the only reason?"

It was the day of the dance. Penny taught her classes as usual, a few staying behind for extra help, which Penny barely managed to do.

Her last class seemed to drag on longer than it normally did, which was saying something. After the bell rang, Penny sat at her desk for a few minutes, wishing she didn't have to go and get dressed up for a date with a man who she didn't want to go out with.

She contemplated feigning sickness, but knowing John, he would insist on staying back with her to make sure she was alright.

She sighed, getting up and walking back to her room. She had two hours before John would come.

Penny closed her door behind her, looking between her dress bag and the journal the Doctor had let Penny borrow to look at and read. She quickly decided the journal was more interesting.

She slouched onto her sofa, taking the journal with her, flipping through and glancing at the drawings, having decided that reading it would be breaking trust with the Doctor.

She winced at the Slithene and Automs. But what caught her eye was halfway through the completed pages.

A drawing of a child with a gasmask.

Are you my Mummy?

Penny shut the book, getting up. It was time to get ready for the dance.

Penny barely managed to look like she was from the correct year. The makeup process was different from what she had seen in the present and future, and the hair was so hard for her to do that she nearly gave up and put it in a messy bun. With eleven minutes to spare, she finished getting dressed.

At four fifty seven, there was a knock on her door.

Even though she knew John wasn't the Doctor, he had a similar twinkle in his eye as he greeted her. "Good evening, Penelope." He said warmly, a smile on his face that made Penny wish it was the Doctor looking at her like that.

"Good evening, John. How's your head?"

"Completely healed." He said, offering her his arm. She took it hesitantly, smiling up at John. "You look lovely." He said softly.

Penny felt her face heat up. She could flirt, sure, but a genuine compliment? Those made her flush bright red. "Thank you, you do as well." She managed to say.

John flushed as well, but smiled happily.

They began their walk to the town hall where the dance was taking place, chatting as they went. John was talking about something one of his students had said, making Penny let out a small laugh.

They walked into the building, immediately hearing the live music. Penny didn't recognize the melody, but based on the way John hummed it softly, she assumed it was a popular song.

John cleared his throat. "Would you care to dance?" He asked timidly.

Penny giggled. "If I didn't, I don't think I would have come, John." She pointed out.

"Right, sorry." John's face went red and he rubbed the back of his neck, looking embarrassed.

Penny sighed, the Doctor would have teased her right back, probably about how uncomfortable she looked in the dress. "I would love to dance, John."

John smiled and took her hand, leading her to the dance floor. 

They had been dancing for ages, and John offered to get them drinks, leaving her sitting at one of the tables when Martha ran to her.

"They found us. They're probably on there way now." She said quickly. "I tried to tell him but he wouldn't listen, and his watch is gone!"

Penny's head reeled as she tried to come up with a plan. "This isn't ideal." She said lowly.

"What do we do?"

"I don't know, Martha, but I'll think of something."

"Oh god-"

"Oh, now really, Martha. This is getting out of hand. I must insist that you leave." The Doctor interrupted, placing two cups on the table.

Martha was having none of it, she reached into her pocket, pulling out the sonic screw driver.

Penny winced. Martha shouldn't have brought that, it would only catch the Family's attention.

"Do you know what this is?" Martha questioned, showing it towards him. "Name it. Go on, name it." She urged.

John hesitantly took it, looking at it closely.

"You're not John Smith. You're called the Doctor." Penny's eyes widened. "The man in your journal, he's real. He's you."

Penny knew this wouldn't end well.

"There will be silence! All of you!" A voice called out, a man from the village.

Penny groaned as scarecrows entered. "Of course they have back up." She said, a glare on her face.

John looked over in confusion, having heard. He had never seen Penny glare before, she had never even looked annoyed before, so why was she so upset now?

"I said, silence!" He repeated, silencing the murmurs that had been spreading through the room.

"Mister Clarke," One of the musicians spoke up. "What's going on?"

The man pointed a gun at him and pulled the trigger, vaporizing him.

"Lovely." Penny snarked under her breath, gaining the attention of John again. "Go to a dance, get in life threatening danger. It's the Doctor, I don't know what I expected."

"Mister Smith?" Martha said timidly. "Everything I told you, just forget it! Don't say anything."

"We asked for silence!" A boy in Penny's advanced Latin class snapped at Martha. "Now then, we have a few questions for Mister Smith." He smiled creepily.

"No, better than that." A little girl said in the same tone of voice as the others. "The teacher. He's the Doctor. I heard them talking."

"You took human form." Bains realized, standing beside Jenny, who Penny could assume was also one of them.

"Of course I'm human." John's face scrunched together in confusion. "I was born human, as were you, Baines. And Jenny, and you, Mister Clark. What is going on? This is madness."

"Ooo, and a human brain, too. Simple, thick and dull." Baines mocked.

"Oi, humans may be utterly thick, but they're not dull." Penny said. She looked around. "At least, most of them aren't dull."

"But he's no good like this." Jenny said, ignoring Penny.

"We need a Time Lord." Clark said.

"Easily done." Baines stepped forward, raising his gun to John. "Change back."

"I don't know what you're talking about." John said, eyes wide.

"Change back!"

"I literally do not know-"

Jenny grabbed Martha's arm, pulling her to her side and putting a gun to her head.

"Get off me!" Martha shouted, trying to worm her way out of her grip.

"She's your friend, isn't she?" Jenny tilted her head. "Doesn't this scare you enough to change back?"

"I don't know what you mean!" John cried, looking terrified.

"Wait a minute. The maid told me about Smith and the teacher. That woman, there."

"Then let's have you." Clark said to Penny, pulling her away from John and next to Martha, having a gun trained on her as well.

"Bold of you to assume you can handle me." Penny said, stomping on Jenny's foot.

While Jenny was shocked, she reached up and tore the gun from Clark's hand, training it on Jenny and standing in front of John should they try to shoot him.

"Where the hell did you learn to do that, Pen?" Martha asked, in awe of her friend.

Penny half shrugged, not taking her eyes off of Jenny. "I like action movies."

"Put the gun down, child. You don't know how to use it." Baines said confidently.

"Yeah?" Penny challenged, cocking it and resting her finger on the trigger.

"You wouldn't risk missing and shooting your dear friend."

She aimed perfectly at Jenny. "Who said I'd miss?" She pulled the trigger.

**Notes for the Chapter:**

> Question of the chapter:  
> Which companion had the most character development?
> 
> Most people would say Donna, which yeah, she had tons of development, but I have to go with Amy. She goes from not wanting to commit and give up her childhood dreams to realizing she already has everything she could want with Rory and letting go of her childhood dreams.
> 
> Hi! Hope you liked it, sorry it was shorter than usual, but I couldn't find a good place to end it other than there.
> 
> Do you have any theories? Any ideas? I'd love to hear them!  
> Have a wonderful day/morning/night!  
> See you next chapter!  
> -Jamie


	21. Family Of Love And Peace

Penny pulled the trigger, a laser like beam shooting out and disintegrating the gun Jenny held to Martha's head.

Now that Martha no longer feared being shot, she stomped on Jenny's foot and managed to get away. Penny took her hand and pushed her behind her.

"That was an amazing shot, Pen." Martha whispered.

Penny didn't say she hadn't been aiming for the gun.

"Dumb luck." Clark said.

While Penny couldn't agree more with that statement, she had a friend and a clueless human to protect. She snorted, plastering on a smirk. "Dumb luck? I've been in arms training since I could walk." She lied fluently.

Clark smirked. "Maybe with the feeble weapons from Earth."

Penny clicked her tongue cockily. "Wrong again, mate. Born and raised in the fifteenth New York on New Earth." She lied again.

"Even still. We can kill you without guns." Baines said. "And maybe by breaking his human heart, the Time Lord will emerge." The Family turned their heads as if hearing something. "It's him!"

While they were looking the other way, Penny handed the gun to Martha. "Keep them distracted, I'll start getting people out."

Martha nodded, aiming the gun at Baines.

Penny turned to John, who was looking at her in confusion. "John, head to the side door, I'll usher the others to it. Get to safety."

"How could I possibly leave you with them?"

Penny snorted. "You're not leaving me with them. You're leaving them with me." She looked him in the eyes. "Now please, John."

John debated with himself a moment. He looked down at her and crashed their lips together in a passionate kiss. He pulled away, nodding. "Be safe." He whispered.

Penny nodded, shocked.

John ran off, gesturing for people to follow him as he went. Penny began to do the same as Martha kept the Family from doing anything.

Once everyone was out, Penny stood next to Martha.

"I have one question." Penny spoke, no emotion showing in her voice.

"And what would that be, Magistra?" Baines mocked.

"Did you kill my student when you took his body for your use."

"He is consumed." Jenny said.

"He was overwhelmed, tried to be brave, this one." Baines said. "But in the end, he called out for his Mummy." Baines smiled cruely.

"Martha," Penny said calmly. "Hand me the gun."

Martha shook as she handed it over. Penny's hands were steady as she aimed at Baines' chest.

"Misericordiae occides."

She lowered the gun and ran, pulling Martha with her out of the hall.

She pushed Martha out before her and started running, only stopping when she saw John waiting for them, pacing and looking worried.

"Don't just stand there, move!" Martha yelled at him. "God, you're rubbish as a human. Come on!" She grabbed his arm and ran, Penny following, looking behind every few seconds to make sure they weren't being followed.

They didn't stop running until they were in the school. John grabbed the alarm bell and started ringing it. Penny face palmed.

"What are you doing?" Martha asked. She turned to Penny. "What's he doing?"

"He thinks we can fight them." Penny said dryly.

"Maybe one man can't fight them, but this school teaches us to stand together. Take arms!" He called out, grabbing the attention of several students. "Take arms!" The students who heard rushed to do as he said.

Penny stopped a few of the younger ones who she knew would listen to her. "Go to your rooms and lock your doors."

"But Mr. Smith-"

"Do as I say."

"Yes, Ma'am."

"You can't do that!" Martha cried.

"You want me to fight, don't you?" Penny shook her head. No, she didn't want him to fight, and she definitely didn't want her students to fight. "Take arms! Take arms!'

A teacher stormed up to him, ripping the bell from his hands. "I say sir, what's the matter?"

"Enemy at the door, Hutchinson. Enemy at the door." He quickly informed. "Take arms!"

The group made their way outside, where, to Penny's dismay, the boys were passing out guns.

"You can't do this, Doctor. Mister Smith!" Martha tried to stop him. When she realized it wouldn't work, she turned to Penny. "You have to make him stop."

"I wish I could, Martha." She said quietly. "I'll do what I can, but at the moment, I need to make sure no one gets hurt." She said, her gaze sweeping over the children fumbling with guns.

"They're just boys." Martha told John. "You can't ask them to fight. They don't stand a chance."

"They're cadets, Miss Jones. They are trained to defend the King and all his citizens and properties."

Penny spoke up. "Because property is more important than these children's lives." She looked at John disappointed.

His gaze faltered, but as soon as the Headmaster walked up, he looked determined again.

"What in thunder's name is this?" He bellowed. "Before I devise an excellent and endless series of punishments for each and every one of you, could someone explain very simply and immediately exactly what is going on?"

"Headmaster, I have to report the school is under attack."

"Really? Is that so?" The Headmaster almost laughed, not believing a word he was saying. "Perhaps you and I should have a word in private."

"No, I promise you, sir. I was in the village with Ms. Walker. It's Baines, sir. Jeremy Baines and Mister Clark from Oakham Farm. They've gone mad, sir. They've got guns. They've already murdered people in the village. I saw it happen." He said, eyes saddening.

"Walker, is that so?"

"Yep." Penny said, still focused on the children.

"Murder on our own soil?"

"That's what he said, isn't it?" Penny's eyes widened as she rushed to a boy about to fall over with a pile of guns in his arms.

She caught him and righted him. "Adrien Mathews, I would suggest going to your room. Your help is not needed." She said with no room for argument.

The boy nodded and ran back inside, putting the guns he was carrying down.

"Perhaps you did well then, Mister Smith. What makes you thing the danger's coming here?" Penny heard the Headmaster continue as if she hadn't run off.

"Well, sir, they said..." John began.

Penny swooped in, saving him from what would no doubt be a horrible answer.

"They threatened the school, sir."

The Headmaster's face hardened. "Very well. You boys, remain on guard. Mister Snell, telephone for the police. Mister Philips, with me. We shall investigate."

Penny had had enough of the stupid men putting people in danger. "Rocastle, send those boys back inside."

"Ms. Walker, I will do no such-"

"My proper title is Lady Walker." Penny snapped, remembering what the psychic paper said.

"That does not-"

"Oh, but it does!" Penny shouted, stopping the man from speaking. "Not only was I the private tutor of his majesty the prince, but because I was so, I was given military training to protect him and myself. Do not doubt my knowledge for one second. I was appointed by the king himself and I believe that in itself tells you that I am far more competent than you." Penny glared at him, the man physically shrinking from her. "Now, send. Those. Boys. In."

The Headmaster fumbled for a whistle in his pocket, one she knew told the boys to retreat. He blew it and Penny watched as the boys fled inside where they would be safe.

As the last kid ran in, Penny let out a breath. "Now," She said, a fake smile on her face. "Headmaster, as I said, you are not competent enough to make proper decisions, so I would suggest you retire for the night, yes?" She tilted her head, sure she looked terrifying.

"Lady Walker-"

"Now."

The man nodded and headed in.

Penny turned to Martha, whose mouth was open. "Martha, could you go inside and look for the watch?" She asked, all anger from before gone.

"Yeah, I'm on it, Pen." She nodded and rushed inside.

"Be careful and don't let anyone in!"

"Obviously!" Martha called back.

Penny turned to face John. "Our job is to finish the barricades the boys started."

"You were employed by his majesty?"

Penny groaned. "Not the time, John." Of course that's what he took away from her speech.

The Family arrived just as they finished. Penny stepped in front of John, facing the iron fence that separated them, knowing she could protect him best in his state.

"Ah, you again." Baines said, smirking.

"Ah, yes, me again." Penny mocked, pulling the disintegration gun from her pocket where she had stowed it earlier.

He pulled off the arm of one of his scarecrows, sparks flying. "Molecular fringe animation fashioned in the shape of straw men."

Penny rolled her eyes. "You see, it would be more impressive if the Doctor were here to explain that to me." She deadpanned. "As he's not here at the moment, it just looks like people in fancy dress to me."

"I can explain it to you easily, Ma'am. It's my own private army, Ma'am. It's ever so good, Ma'am"

"Can you stop calling me Ma'am? It's obnoxious and unnecessary."

"Would you prefer me to call you Penelope Vivian Walker, the Woman of the Box?"

"Nah, that's a bit long." Penny stalled. "Why don't you call me Penny?" She said.

"If you give us Mister Smith, I'll call you what ever you want." Jenny said from beside him. John tensed from behind her.

Penny snorted. "Will you call me Supercalifragilisticexpialidocious? Or maybe Super Awesome Foxy Mega Hot? I'm rather fond of that last one."

"No, Ma'am. You, Ma'am, you will send us Mister John Smith."

"And we're back to Ma'am, are we?" Penny realized the hadn't noticed John yet. He was standing in the dark near the door.

"That's all we want, Ma'am, Mister John Smith and whatever he's done with his Time Lord consciousness. Then we'd be very happy to leave you alone."

Penny snorted. "If John was here, I'd tell him to rush into the school to get away from you." She said, hoping John got the hint. "But, he's not." Penny began sidestepping, so that she was no longer in front of John, and their focus would stay on her, giving him a clear escape path back in. "So I don't have to."

Penny tapped her chin in fake thought with the hand that wasn't pointing the gun. "Now, I know you are the Family, but I doubt that's your full name."

"We are the Family of Blood."

Penny scoffed. "Of course you are. I suppose Family of Love and Peace was already taken?"

"We will find him." Clark said.

"Not with me here, you won't." Penny said sweetly.

Baines feigned a frown "All your little tin soldiers, locked away, safe." His frown morphed into a horrific smile. "But tell me, Ma'am, will they thank you?"

"Probably not, they don't really value women at this time, do they?" Penny replies easily, as if chatting with an old friend, not that she had any of those. Or if she did, she didn't remember them.

"You've saved them for now, Ma'am. But will they forgive as they're shot down in the trenches? As they look back, knowing there was a time they could have practiced and gained experience? Do you think they will thank the woman who taught them cowardice was glorious?"

"Maybe not." Penny said, glaring. "But they will thank me when they realize I saved them so they could fight for their country."

Baines hmmed, a smug smile on his face.

Penny heard the Scarecrows beat against the gate that separated them. Penny didn't bother shooting them. They were only there for intimidation.

She prayed to whatever god was out there that John had snuck out of the school.

The Family of Blood looked at the second floor of the school. "That's it." Baines said.

"Upstairs!" Jenny said, walking to where their scarecrow had bent the bars of the fence enough for them to walk through.

Baines and Jenny went into the school, Penny tried to convince herself her students would be alright. If they had followed orders, they should all be in one room on the first floor, so she knew they shouldn't be harmed.

Clark stayed and Penny's eyes widened when three scarecrows brought him the Tardis. "Doctor! Doctor!" He called. "Come back, Doctor. Come home. Come and claim your prize." He baited.

While their focus was no loner on her, she ran, heading toward a bush she had seen move.

As she got closer, she saw John, Joan, and Martha running away. Penny followed, glancing back to check if they were being followed.

Penny caught up to them. "Hiya." She said, all three jumping out of their skin as they turned. They all relaxed when they saw it was just her, John reaching for her hand and holding it securely.

"This way." Joan pointed to her left. "I think I know somewhere we can hide."

"We've got to keep going." John argues.

"John, listen to a woman for once. More often than not, we know what we're doing." She said. "Joan, please lead the way. We'll be behind you."

Joan nodded, shooting a smile at her. She lead them to an old cottage.

"Oh, here we are." Joan said, walking the door and opening it, ushering everyone in. "It should be empty." Penny took one last glance behind her before walking in, letting Joan lock the door behind her. "Oh, it's a long time since I've run that far."

"But who lives here?" Martha asked, looking around.

"If I'm right, no one." She walked into the hallway. "Hello?" There was no answer. "No one home. We should be safe here."

"Whose house is it, though?"

At Joan's face, Penny cut in. "I'm not sure you want to know, Martha."

"I must go to them, before anyone else dies." John said suddenly.

"You can't. Penny, Martha, there must be something we can do." Joan immediately protested.

"Not without the watch, right Penny?" Martha asked.

And suddenly all eyes were on her for the answers again. "How the hell am I supposed to know?" She questioned quietly, only Martha and John hearing her. She sighed, trying to think. She paced the small room, letting go of John's hand. "There are tons of thigs we can do." She finally said. "The only question is what can we do that's helpful." She groaned, wishing the Doctor were there to fix everything so she didn't have to be scared anymore. "We could give John up. Not helpful. We could kill the Family of Blood. Helpful, but unlikely and unethical. We could sit and wait things out. That could go wither way. But nothing is helpful when we don't have the damn watch!"

"You're this Doctor's companion." John said to Martha, changing the topic so Penny could take a moment to try and calm down. "Can't you help? What exactly do you do for him? Why does he need you?"

"Because he's lonely."

John's face fell. "And that's what you want me to become."

A knock at the door stopped all conversation. Penny immediately walked to it, unlocking it.

"What if it's them?" Joan asked fearfully.

"Martha, please explain." Penny said, opening the door for one of your youngest students.

"I'm not an expert, but I don't think scarecrows knock."

"I brought you this." Tim said.

Penny took the watch and gestured for him to come in, locking the door behind him. "Are you alright?" She asked him.

He nodded and pointed to the watch. "It needs to be held."

Penny walked to John and took one of his hands. "I know you're scared, but can you please hold the watch?"

John sighed and took the watch, squeezing Penny's hand slightly as he looked closely at it.

"It told me to find you. It wants to be held." Tim repeated.

"You've had this watch all this time? Why didn't you return it?" Joan asked.

"Because it was waiting." He hesitated. "And because I was so scared of the Doctor."

Penny winced.

"Why?" Joan asked again.

"Because I've seen him. He's like fire and ice and rage. He's like the night and the storm in the heart of the sun."

"Tim, stop." Penny said softly, rubbing John's hand, seeing his fearful look.

"He's ancient and forever. He burns at the centre of time and he can see the turn of the universe." He continued.

"Tim." Penny warned.

"And he's wonderful." Tim finished.

Penny sighed. "At least you got one thing right." She looked at John. "The Doctor is the kindest person I've had the honor of knowing, you don't need to fear him, John."

"How would you know?" John asked, shaking with fear.

"Because he's my best friend."

The cottage shook.

"What the hell?" Martha shouted.

"They're destroying the village." Joan realized.

"The watch." John said, staring at it, transfixed.

"Can you hear it?" Tim asked.

"I think he's asleep. Waiting to awaken." John said softly.

"Why did he speak to me?" Tim questioned, standing a bit taller.

"Oh, low level telepathic field." John said, sounding exactly like the Doctor. "You were born with it. Just an extra synaptic engram causing-" John cut himself off. "Is that how he talks?"

"That's him." Martha said happily. "All you have to do is open it and he's back."

"You knew this all along and yet you watched while Penelope and I..."

"I didn't know how to stop you." Martha defended. "Neither of us did. He gave me a list of things to watch out, for but that wasn't included."

"Falling in love? That didn't even occur to him?" He held Penny's hand tighter.

"No."

"Then what sort of man is that?"

Penny looked up at him, catching his gaze. "The sort that his so focused on helping others, he doesn't stop to think about himself."

"It was always going to end, though!" Martha defended them. "The Doctor said the Family's got a limited lifespan, and that's why they need to consume a Time Lord. Otherwise, three months and they die. Like mayflies, he said."

"So your job was to execute me." He snapped, looking between both Penny and Martha, but keeping hold of Penny's hand, showing that he wasn't really mad at her.

"People are dying out there." Penny snapped back. "They need him and I need him. Because you've got no idea of what he's like. I've only just met him. It wasn't even that long ago. But he is everything. He's just everything to me and he doesn't even look at me, but I don't care, because I love him to bits. And I hope to God he won't remember me saying this."

They heard an explosion.

"It's getting closer." Tim shrunk in fear. Penny wrapped her free arm around him, hoping to comfort him.

"I should have thought of it before. I can give them this. Just the watch. Then they can leave and I can stay as I am." John said hopefully, looking down at Penny, who looked heartbroken.

"John," She started. "I'm so sorry. If we did that, the Family of Blood would never stop killing."

It all would end in destruction." Joan said, holding his journal. I never read to the end, but those creatures would live forever to breed and conquer, for war across the stars for every child."

Penny wished that when she looked up at John, he wouldn't be crying, but she knew that he would. Penny felt her throat tighten and her own eyes water. "Tim, Martha, Joan, could you all go in the other room for a second?"

They did as she asked and Penny threw herself into John's arms. "I wish with every part of my being that I could fix this for you. But I can't." She whispered.

"He won't love you."

"I don't need him to." Penny sighed, pulling away and stroking his hair soothingly. "He's already my best friend."

"I'm not real." He sobbed. "I really thought."

"You are real, John." She put a hand to his chest. "I can feel your heart beat. You are real."

Penny placed a hand over the watch, a voice overwhelming her. "Open me."

John put a hand over her's.

It was their wedding day, Penny walked down the isle. They said their vows and John kissed her softly, a smile on both of their faces.

John held his first child as Penny lied on her bed, a smile on her face as she saw the love in John's eyes.

Penny and John walked in the woods, three children running ahead of them, hollering with laughter.

Penny sat by John's side at their daughter's wedding. They were both crying.

Penny sat by his side as he lay on his bed, his time running up. "They're all safe, aren't they?" He asked. "The children? The grandchildren? Everyone's safe?"

Penny smiled sadly, taking his hand. "You always kept them safe, and they'll stay that way." She kissed him one last time. "They send their love, John."

"Well, it's time." He looked up at his wife with adoration. "Thank you, my love."

"Did you see?" He asked her franticly, more tears streaming down her face.

"Yes, John." She said, sniffling as tears fell from her eyes.

"And you want me to give that up?"

"It's your choice, John." She said, hugging him again.

It was silent for a moment. "Will you be safe with him?" He asked quietly.

"All he does is make sure I'm safe." She said just as softly.

John sobbed and pulled away, kissing her one last time as he opened the watch.

**Notes for the Chapter:**

> A/N
> 
> for those wondering, Misericordiae occides roughly translates to "Killing you is mercy."  
> Yeah, that's right, I've taken Latin before (three years of it, actually) :D  
> Hi! Isn't today so lovely? :) Everything is so happy and nice :) absolutely no sadness or angst  
> If you hated me after this chapter, there's more to come :P  
> but for real, I had a hard time writing this because I couldn't imagine Penny letting the Doctor go, but I also couldn't imagine her being okay with John dying.  
> ...I'll admit it, I was a bit of a mess as I tried to think of what to do  
> Anyways, tell me any ideas you have, what you likes, what you didn't, ect.
> 
> You are all marvoulous!
> 
> -Jamie


	22. Aim For The Amazing

The kiss lasted until the Doctor was aware it was happening. He pulled away, still cupping Penny's face, looking down at Penny, who was still crying a bit from the goodbye.

The Doctor wiped her tears away. "It's almost like you missed me." He joked softly.

Penny grinned up at him. "I'm glad you're back."

"Me too." The cottage shook again. "I have to go deal with them." He said, looking out the window and then back at Penny. "Go wait in the Tardis."

"Doctor, I just got you back-"

"Please." He sighed. "You've already put yourself in enough danger for my sake. Please, Penny."

Penny looked at him, knowing she'd end up giving in. "Alright." She finally said, the Doctor relaxing a bit. "But you better come back. I just got you back."

The Doctor nodded, tucking a strand of her hair behind her ear absentmindedly, looking out the window. "I'll be careful."

"Sure you will." Penny said dryly.

The Doctor chuckled. "I'll try to be careful." He amended.

Penny nodded. "I'll see you soon."

"Yeah." The Doctor agreed, grabbing Penny's hand and pulling her to the front door. He unlocked it and walked out, Penny following. "Get to the Tardis. I'll be there soon."

"I don't have a key."

The Doctor stopped dead in his tracks. "How the hell do you not have a key?" Penny shrugged. "New plan, get to the Tardis, it'll open for you, no key necessary."

"How-?"

"I don't have time, but she's smart, she'll unlock the door for you."

"Okay." Penny took a deep breath. "Stay safe, Doc."

"You too, Penny."

They both walked in opposite directions. Penny didn't see the Doctor turn around and look at her, an unreadable expression on his face.

The Tardis was where the scarecrows left it. Just like the Doctor said, the doors opened for her. She walked in tiredly, the doors closing automatically behind her.

"I'm sure you didn't do that before." She said to the ship, placing her hand on the railing. The railing underneath her hand got colder. "It that how you talk?" Penny asked aloud. "By temperature? That's neat." The lights flickered once. "Oh, but light too, that's even neater." She said absentmindedly, thoughts on the Doctor.

She left the console room, rushing to her room to change, not wanting to be in her stupid dress any longer. She put dark jeans on, happy to finally wear pants again. She wore her softest t shirt and grabbed her army jacket before running back to the console room right as the Doctor ran in.

Penny walked to the jump seat, sitting down as the Doctor looked over his ship as if looking for something.

Penny snorted. "We didn't break her if that's what you're wondering."

"No, I would know right away if you broke something." The Doctor said, continuing until he found what he was looking for.

He tossed it to her, walking over and leaning on the railing beside the jump seat. Penny looked down at the object sitting in her hand. A necklace chain that was wrapped around something. Penny unwound it and smiled at the golden key attached. She put the chain on. "Thanks, now I don't have to use Martha's all the time."

The Doctor's eyes widened. "Oh, Martha!"

Penny glanced up at him. "You left her in the cottage, didn't you?"

The Doctor looked around the ship, avoiding eye contact. "No, I just..." He tried to come up with an excuse.

Penny couldn't find it in herself to be annoyed. She had gone months without talking to him, and she was glad to hear him, even if it was him pretending he didn't forget about their friend. "Let's go get her, then." Penny stood, walking to the doors, pulling them open. She looked back at the Doctor, who hadn't moved. "Come on, Doc."

He jumped, having been stuck in his thoughts. "Right. To Martha!" He said, walking out behind Penny.

The two walked in silence, both in their own thoughts. Penny was mostly just glad her friend was back, but she also knew that there was a small part of her that would miss John and his shy comments.

They walked into the cottage, Penny calling Martha's name.

"Thank god!" She heard Martha say from the other room. "I thought you two had died in there."

Penny winced. John basically had died. "No, we are very alive." She called back, Martha, Joan, and Tim walking in.

Martha looked at Penny, a glare with no anger on her face as she took in her clothing. "You went off and fixed everything without me, didn't you?"

The Doctor spoke airily. "Nah, that was me, she just watched."

Martha grinned and threw herself into the Doctor's arms. "I wasn't sure you were coming back." She said.

The Doctor hugged her back and Penny smiled at the two. Her two best friends. She frowned. Her two only friends. She shook the thought away and turned to Tim and Joan. "Thank you both so much for everything you've done. You're both safe now."

"Yep! As Penny said, the Family of Blood won't bother anyone ever again!" The Doctor grinned a bit too wide for Penny to believe his cheerfulness was real. "You're both free to go back to your normal life, whatever that may be."

Penny was exhausted. Martha had already gone off to bed, but Penny was avoiding it. She sat at the kitchen counter with a book and a cup of tea. She felt a weight on her shoulders, but she had no idea what it was. Her chest felt compressed, making hard for her to breathe properly. It took her about an hour to realize what she was feeling.

Guilt. Crippling guilt.

Penny stared at the wall, confused. She had nothing to be guilty about. Or, nothing that would cause this much turmoil.

Of course she felt bad about John, but she'd given John the choice to not open the watch, but he did. He made his own choice and just like how Penny wouldn't be to blame if he had decided not to open the watch, she wasn't to blame because he did open it.

Penny knew this, but she still felt guilty.

She sighed, putting her mug in the sink and grabbing her book, walking to her room to change into sweats.

She didn't go to the movie room that night, and she was sure the doctor didn't either.

"The police and the army are at the school." Joan told the three somberly. "The parents have come to take the boys home." She looked between the Doctor and Penny, who were stood on either side of Martha, different from how not only Penny and John acted, but Penny and the Doctor normally stood side by side as well. "I should go. They'll have so many questions. I'm not sure what to say." The Doctor nodded and fiddled anxiously with his sonic. "Oh, you look the same. Goodness, you must forgive my rudeness." She apologized. "I find it difficult to understand. Doctor, I must call you Doctor. Where is he? John Smith?"

The Doctor tensed and shot a glance at Penny, who was leaning against a wall, hands in her pockets as she watched Joan. "He's in here somewhere." The Doctor said, tapping his sonic to his head.

"Like a story." Joan looked at Penny, sympathy shining in her eyes. "Could you change back?"

"'Course he could." Penny said, shooting a small smile to the woman. "But there's no need to."

"Yeah." The Doctor agreed hesitantly, avoiding looking at Penny.

"I see." She took a deep breath. "Well, then. He was braver that you in the end, that ordinary man. You chose to change. He chose to die." Penny felt her guilt double.

"I don't believe he was ordinary, Joan." Penny said kindly, pushing herself off the wall.

"No," Joan agreed, smiling. "I suppose he wasn't."

The four said goodbye, Joan making her way back to the school.

The Doctor, Martha, and Penny walked outside. The rain came down in sheets.

Penny smiled, pushing the guilt down. She loved the rain. She grabbed Martha's hand and pulled her with her as she jumped straight into a puddle.

"You are such a child!" Martha laughed.

"Maybe so." Penny grinned, dropping Martha's hand and throwing her arms out, catching the rain. "But I'm a child that loves the rain."

The Doctor pulled an umbrella from his pocket and opened it, Martha walking up beside him, not liking the rain as much as Penny did.

The three walked back to the Tardis, Penny happily walking in the rain.

Penny tried to ignore Martha and the Doctor's conversation, but she caught bits and pieces.

"You should've seen her! She tricked them all into thinking she had weapons training! They thought she was from New New York!"

Penny smirked to herself, walking a bit behind the other two. She heard the Doctor's response, but couldn't decipher the words.

"I don't know what you remember, but I would have said anything to make you change back." Martha said sometime later.

Penny hummed to herself, drowning out the rest of the conversation. She wasn't an eavesdropper.

The three made it to the Tardis, seeing Tim waiting out front; 

"Penny. Doctor. Martha." Tim greeted, sending a smile to his former Latin teacher.

Penny saw the Doctor's half forced grin. "Tim Timothy Timber." He handed his umbrella to Martha, tucking his hands into his pockets.

"I just wanted to say goodbye." Tim said to Penny before turning to the Doctor. "And thank you. Because I've seen the future and I now know what must be done. It's coming, isn't it?" The Doctor sucked in a breath. "The biggest war ever."

"You don't have to fight." Martha said softly.

"I think we do." Tim admitted, looking up a bit, the rain drenching him.

"But you could get hurt." Martha said kindly.

"Well, so could you, travelling around with him, but it's not going to stop you." He looked at Penny. "And I sincerely doubt it will stop you, Ms. Walker." He smiled.

Penny snorted, ruffling the kid's hair. "You know me too well."

"Tim," The Doctor began, pulling his watch out of his pocket and holding it out to him. "I'd be honoured if you'd take this."

Tim took it carefully, expecting an onslaught of voices. He tilted his head to the side. "I can't hear anything." He looked at Penny for answers.

"No, what was in there is back where it belongs." Penny said.

"It's just a watch now." The Doctor smiled sadly. "But keep it with you, for good luck."

"Look after yourself." Martha said, giving the boy a hug and a kiss on the cheek. She smiled at him, walking into the Tardis, taking the umbrella with her.

Penny crouched down a bit so she was at eye level with Tim. "You will do incredible things." She gave him a hug. "You will be scared. Everyone will be scared. Fear can bring you to do horrible things, but it can also bring you to do amazing things." She winked at him. "Aim for the amazing, yeah?" She stood up, ruffling his hair again before entering the Tardis, smiling at the boy one last time before she closed the door behind her.

Penny was greeted by Martha tossing a towel to her. Penny grinned, nodding her head in thanks as she started to dry her hair.

When the Doctor walked in, Penny was only mildly damp. The Doctor was soaked, Penny looked around for another towel, she wasn't shocked to see that the console room did not have any. She threw the mostly dry towel at him so he could use it.

"We should visit him after the war." Penny said, leaning against the console.

Martha frowned. "What if he doesn't..." She trailed off.

Penny smirked. "That boy survived my Latin class. He managed to survive the war."

The Doctor snorted, draping the towel across his shoulders as he looked something up on the screen attached to the console. "Penny's right. He lived."

"When am I ever wrong?" Penny asked smugly.

"Fairly often." The Doctor smirked, still looking at the screen. Before Penny could respond, he continued. "Anyway, it says he went to one of the memorials on the seventy fifth anniversary." He read off the screen.

"Then let's go see him." Martha said, grinning at Penny.

The memorial was full of mourning family members, as well as a few survivors.

"They have no lot in our labour of the day time." A vicar read. "They sleep beyond England's foam. They went with songs to the battle."

Penny looked around, seeing a man in a wheelchair holding an ornate watch.

"They were young, straight of limb, true of eye, steady and aglow.   
They were staunch to the end against odds uncounted." The vicars voice held enough emotions to make Penny's eyes tear up.

She blinked and glanced at Martha, who was trying to pin a poppy to his lapel. She huffed after a moment and handed it to Penny. Penny rolled her eyes fondly at her friend and easily pinned it in place.

"They fell with their faces to the foe.   
They shall grow not old, as we that are left grow old.   
Age shall not weary them, nor the years condemn.   
At the going down of the sun and in the morning   
We will remember them."

**Notes for the Chapter:**

> A/N  
> Hi. Shorter chapter to wrap this episode up.  
> The end of Martha's time as a companion is coming up fast, which means you'll get the INTERLUDE.  
> the INTERLUDE is a very long chapter composed of little bits of each episode from the Doctor's POV.  
> Did you wonder, "What the hell was he thinking?" at any point, or maybe, "Why did it say he was lying but not go into why, you can't do that I neED ANSWERS!"  
> Well, this chapter will answer loads of this and give you insight and hints about Penny ;)  
> I have so many ideas. So many.  
> Tell me what you think!
> 
> You all rock!
> 
> -Jamie


	23. Solitary Confinement

The Doctor had told them he needed to run a few tests to make sure nothing went wrong when he opened the watch. Of course, he didn't say how long it would take, but Penny didn't expect it to take more than one day.

Penny was wrong.

Eight days after the Family of Blood, they were still parked in the vortex. Penny was shockingly okay with it, but Martha was getting bored.

"Study for your exams." Penny shrugged, turning the page of the seventh Harry Potter book as she lounged on her favorite chair in the library.

"I came along so I wouldn't have to do that." Martha groaned.

"Go explore the Tardis." She suggested, only half paying attention.

"Whenever I try, I just end up walking in circles."

Intrigued, Penny closed her book, noting she was on page 207. "Really?" She frowned. "Well, what rooms have you seen?"

"Just the ones the Doctor and you showed me." Martha sighed, looking up at the celling. He face changed from annoyed to sly. "Since we have nothing to do, why don't we have a chat?"

Penny's eyes widened as she opened the book and pretended to read. "Nah," Came her slightly panicked voice. "I've got a book to read." Martha snatched her book and put it aside, smirking at Penny, who sighed, defeated. "Fine. Let's go to my room."

"Why?" Martha asked slyly. "You don't want the Doctor to overhear?"

Penny rolled her eyes. "Because I know what your 'chat' is going to be about. And I also know that the Doctor is right outside those doors at the moment, trying to listen in."

There was a sound from outside the doors. Penny got up, placing her book softly on her chair and walked to opened them, showing that the Doctor had fallen over.

"How did you know I was there?" He asked, rubbing his head from where Penny bet he had hit it.

"I'm not stupid." She said simply, no bite to her words, patting his shoulder as she and Martha walked past him, heading to her room.

Martha was trying not to laugh, and she made it ten paces without doing so. But as she glanced at Penny's completely indifferent face, and then back at the Doctor, who was pouting, she burst out in laughter. "You are really something, Pen." She said in between her giggles.

Penny shrugged, smiling at her friend as she opened the door to her room. Martha went to sit at her desk, pulling her chair around so it faced the bed, where Penny would be sitting.

Penny put her radio on quietly, putting a random album on before sitting on her bed, looking at Martha expectantly. "Go on, then." Penny gestured for her to start.

"You like the Doctor." Penny stated.

"He is my bestfriend. I'd certainly hope so." She shrugged, pretending she didn't know what she meant.

"No, you like him."

Penny rolled her eyes, picking at her finger nails. "What gives you that impression?"

"Oh, I don't know how I can miss someone who isn't even gone." Martha said with a dreamy, love-struck, sigh, a poor imitation of Penny, at least in her opinion. In reality, she had sounded rather like that.

"I'm allowed to miss my friend. I would have missed you too." Penny shrugged again.

"You kissed him."

"He kissed me."

"You kissed him back."

"I didn't actually." Penny corrected, smirking at Martha's baffled face.

"Why won't you just admit that you like him?" Martha groaned with a playful smile on her face.

"Because I don't." She took a second to listen to the song playing. She had no idea what it was from, but it sounded... nice. "And even if I did, the Doctor and I aren't the same species. Plus, he has a longer life span. And, here's the big one, he doesn't like me like that either."

"Have you seen him?" Martha asked, face scrunched up. "He would have you with him at all times if he could. I was with him when you ran off in old New York. He kept looking over to see if you were alright."

"He was worried." Penny dismissed.

"Yeah. But it was a different kind of worried than I was, as your friend." Martha said, smirking.

"Martha, seriously, please drop it." Martha nodded, rolling her eyes fondly. "Lets just hang out in the pool or something. Have you been in the pool yet?" She asked, effectively changing the discussion.

"No, but it sounds fun." She agreed, "Let's do it."

Martha and Penny met at Penny's favorite of the three main pools in the Tardis. One was in the library, which Penny hated. She always felt like somehow the books would fall in and get ruined. The other two were in separate rooms made for pools.

"How much longer do you think it will take until he finishes those tests?" Martha asked, feet dipped in the pool as she sat on the edge.

Penny had dove right in, treading water in front of Martha. "I don't know." She shrugged as best as she could in the water. "I feel like he already did them though." She admitted.

"Then why wait for eight days?"

"He probably feels like we both need a break from adventures."

Martha's face scrunched up. "Why wouldn't he just say that?"

Penny shrugged again, reaching up to Martha and pulling her in. She didn't want to spend her time gossiping about the Doctor.

Nine days in and Penny realized the Doctor was avoiding her. Eleven days in and Penny decided to do something about it.

She had doesn't the first half of the day wandering around the library, looking for the Doctor to ask him when they would do something.

When she didn't find him, she went to the console room. Then the kitchen. Media room. Arcade. All six pools and his workshop. He wasn't anywhere.

Penny walked to the kitchen to make herself lunch, hoping she'd somehow find him there. She didn't. But she made herself a sandwich and walked back to her room, eating it on the way.

"Hey... Tardis." Penny started talking aloud in her room awkwardly. "I'm kinda sick of your pilot avoiding me. Can you help me find him?" She asked hesitantly, feeling somewhat odd asking a ship for help. She waited for about a minute, feeling stupider every moment that passed. She finally felt a cool blast of air and grinned, knowing that meant 'yes.' "Thanks, old girl, you're a real life saver." Her door opened and Penny walked out, grinning more when a string of lights turned on, leading her somewhere.

She was lead to the library. She frowned, she'd already checked the library, though she must've missed something. She continued to follow the lights.

They led her to a small room Penny hadn't noticed before, she walked in, the door closing automatically behind her. Her jaw dropped at the open celling that showed the stars. The room was filled with books, though as Penny picked one up from a small table, she guessed that they all were about astronomy. As lovely as the room was, Penny didn't see the Doctor.

She sighed and reached for the door nob, ready to give up for the time being. But things were never that easy for Penny. The Door was locked.

"Fuck." Penny groaned, trying the door again. "Alright, old girl, really?" Penny asked the walls. "If you didn't want to show me you could've just said so." She whined. A blast of warm air came from nowhere. Penny scoffed. "It's a bit late to say it, you know." She sighed. "At least tell me you locked me in a room with food."

A light lit up above a mini fridge and Penny grinned. At least she wouldn't starve to death in whatever amount of time the Tardis decided to lock her in for.

She collapsed on the long couch that took up one wall and picked up a book.

Penny spent three hours trying to read the book that was written in Old English. She understood the gist of it, but she'd be lying if she said she could read it properly.

Hour Four: She realized she hadn't eaten since lunch and ate a granola bar and a bag of crisps. She gave up on the book, putting it back on a random shelf.

Hour Five: Penny sat on the couch, glaring at the door. She had tried to open it every five minutes.

Hour Six: Penny spent way too long attempting to write a sonnet about the Tardis, but she didn't really know how they were written other than sometimes they rhymed and they had fourteen lines.

Hour Seven: Penny decided that at least at the hospital nurses had been around to talk to, and she'd rather be stuck there than in some tiny room where she had no human contact.

It had been eight hours since she was locked in. Eight very long hours. It had been seven minutes since she last tried the door, and five since she lasted cursed the Doctor for indirectly causing the whole situation.

She felt like she was in solitary confinement.

"Does Martha even know that I'm not in my room?" She asked the Tardis, who only answered half the time. She felt a cool breeze. 'Yes.' Penny nodded. "So, she's looking for me?" No answer. "Alright," She began, eyes closed as she lied on her back on the couch. "If she happens to be looking for me, do you think she'll find me?" The answer was an immediate 'no.' Penny groaned. "Oh, of course not! That would be far too easy, wouldn't it?" She said to the ship, no bite in her voice. Penny jumped, eyes shooting open as she heard a hum in her head that she knew was the Tardis. "Are you laughing at me?" She questioned incredulously. A cool blast of air. 'Yes.'

Penny was about to shoot a sarcastic remark when the door opened, revealing a concerned looking Time Lord on the other side.

She was torn between wanting to hit him and wanting to hug him. She did neither as he walked in, letting the door close behind him. "No!" Penny yelled, racing for the door as it closed. She was a second too late. She tried to open the door again, but it was still locked.

She slowly turned around, meeting the Doctor's gaze. "You've locked us in." She said with a calm she did not feel. She took a deep breath as he raised his eyebrows.

He tried the door, frowning when it didn't open. He reached into his pocket and pulled out his sonic, pointing it at the handle. It sparked, causing the Doctor to drop it and glare at the tool. "This isn't ideal." He muttered to himself, looking around the small room for the first time. "I didn't know this was here."

Penny scoffed, flopping back down on the couch in annoyance. Of course he didn't.

"Have you tried calling Martha?" The Doctor questioned.

"I've been in here for eight hours." She scoffed. "If I could open my phone, I would have."

"If you could?" The Doctor tilted his head in thought.

"I don't remember the password." She tapped the side of her head, still staring at the ceiling. "Amnesia."

"Oh. Right." There was a pause. "You've been in here all day?"

"I did say eight hours, didn't I?" Penny snapped.

Penny felt the guilt she had been beginning to be able to ignore make it's presence known again. She shut her eyes tight, trying to push the feeling away. She had bigger things to focus on.

"So." Penny tried to remember what she was planning on saying to him when she went looking for him earlier, but all she could think about were the bags under the Time Lord's eyes. "What's new with you?" Penny asked awkwardly.

The Doctor stared at her, meeting her gaze for a moment before both burst into laughter, breaking most of the tension.

"I'm better now I know you didn't go for a walk outside the Tardis." The Doctor chuckled, but Penny could tell his words held a bit of truth. "What's new with you?" He asked in a mocking tone, snickering when Penny stuck her tongue out at him.

"Not much. Went looking for something, asked the Tardis for help, got stuck here." She summarized, gesturing around the room.

"The Tardis led you here?"

Penny nodded, sitting up and looking around the small room once again. Her mind could've been playing tricks on her, but the room seemed to get smaller with another person in it with her. "I'm not sure why, before you ask."

The Doctor had indeed been about to ask her if she knew why the Tardis took her there instead of whatever she was looking for.

Penny sighed, looking at the Doctor worriedly. "Are you alright?" She asked hesitantly. Who knows how long they would be in there, she may as well check on him while he couldn't avoid her.

The Doctor might not have been able to avoid Penny, but he could sure as hell avoid answering any questions.

Penny internally groaned as she listened to him complain about a planet that had banned Time Lord's. She put up with it though, hoping that eventually he would run out of topics.

Penny snapped after two more hours of the Doctor skirting around the subject Penny had brought up.

"Jesus Christ, Doctor." She muttered, the Doctor able to hear her in the small room. "Please stop avoiding me. That's all I wanted to say." She glared at the walls, speaking to the ship. "I told you. I just wanted him to stop avoiding me." She squeezed her eyes shut, running her hands down her face in agitation.

"I wasn't avoiding you." The Doctor said, tugging at his ear and looking anywhere but Penny.

Penny sat with her elbows on her knees and her head in her hands. "Please stop lying to me." Even to herself, Penny sounded tired. It took her a second to realize she was crying. She wiped the tears away quickly, feeling guilty, though she wasn't sure why.

The Doctor finally looked at her, taking in the fact that tears were now streaming down her face slowly, even as she tried to hide her face from view.

Penny felt the couch sink beside her and a hand took ahold of on of hers, pulling it away from her face and weaving their fingers together. "Sorry." The Doctor whispered. "You're right, I was avoiding you." He admitted as Penny leaned her head against his shoulder.

"Why?" Penny asked just as softly, feeling the guilt build up.

The Doctor took a deep breath, trying to find the right words. "I've got the same face." He finally said.

Penny's face scrunched up in confusion. "What do you mean?"

There was another pause. "I've got the same face as John."

"Yeah." Penny said simply, not understanding why that would make him avoid her for eleven days. "Of course you do."

"I'm not John, though." He said softly.

Penny removed her head from his shoulder, looking him in the eyes, trying to convey how completely and utterly confused she was by his statement. "Yeah, I know that too." She looked at him, trying to find answers, but she only found more questions. "Are you alright?" She asked as her focus was once again drawn to the deep bags under her eyes.

"...No." The Doctor admitted.

"Is there anything I can do to help?"

"Just- please don't leave."

With every word he said, Penny seemed to be getting more confused. "I'm not leaving. Where the fuck did you get that idea?" She blinked, trying to recall a moment where she might've given him the wrong idea, but she found nothing.

The Doctor let out a sort of sad laugh and pulled Penny into his chest, hugging her tightly to him. "I'm sorry." He whispered, almost to quietly for Penny to hear.

"What for?" She asked calmly, rubbing his back.

"For not being him."

Penny frowned. "You're sorry for not being John?" She realized, hugging him tighter. "You don't need to apologize for that, Doc."

Both were unaware that the door was unlocked.

**Notes for the Chapter:**

> A/N  
> How are you? Are you staying hydrated?  
> I hope you liked the chapter! It was a challenge, because I'm rarely emotional, I'm one of those people who bottle up their emotions, so it's hard for me to write emotions realistically, I hope I did decently. Tell me if there's stuff I need to improve on!
> 
> Y'all are great and I'm so excited, I came up with a new idea for a fic, but I refuse to write it until I nearly finish this one... and that won't be for a while lol  
> Have a wonderful day/morning/night and I'll see you next chapter!  
> -Jamie


	24. The Angels Have The Phone Box

"Are you going to make dinner?"

"I swear to god, if you ask me to make you food one more time, I'm moving out."

Penny glared across the room at the Doctor (who should have been working on his machine). She had reached her limit with him over the past five months of being stuck in 1969.

"Please?" Martha asked.

Penny groaned and pushed herself up from the couch. "Fine. But this is for you, Martha."

Penny had somehow become the designated chef. The Doctor had insisted that he was too busy and Martha didn't have the time with her job. Penny pointed out that she had a job herself.

She'd become the Latin teacher at a school near their flat. It was easy enough, none of the students were as advanced as her students in 1913.

She put her head phones and played a cassette from The Who. She was barely a minute into the first song when she was interrupted.

The Doctor stood behind her and reached into her pocket, drawing out her cassette player and stopping her music. "Could I borrow this? I need it for parts." His breath fanned her ear where he stood a bit to close for her to dismiss it.

Fighting a blush she nodded her head. "Sure." She was sure her voice sounded odd, but the Doctor didn't notice and grinned at her, sitting down at the counter and tinkering with the music player, taking it apart quickly and scanning parts of it with his sonic.

Penny let out a breath of relief at the distance and went back to preparing ingredients.

Fifteen minutes later and the Doctor became bored of whatever he was doing. He began to tell Penny (read: complain to Penny) about how difficult it was to find the proper parts for his machine. Penny half listened, having heard this particular rant at least once a week. She made sounds of agreement when necessary and waited for him to finish.

She was used to him by now. She knew that he went to her to rant because Martha had very quickly gotten tired of it, but to be fair, Penny had as well. But the Doctor had listened to her rants, so she humored him.

"What are you making?" He suddenly asked, now standing behind her again and looking over her head at the pot she was stirring, nearly giving Penny a heart attack.

"Alfredo." She answered simply, continuing to stir with a new blush on her face.

He hummed. "Smells good."

"'Course it does, Doc. It's melted cheese." Penny chuckled.

"Reminds me of Astlorax."

"Planet of the cheese?" She teased.

"Their most popular dish is melted cheese."

"Just melted cheese? Nothing else?"

"Well, throw in some spices and they go wild over it." He began another ramble, but Penny was much happier to listen to this one. She had been going crazy just staying in one place, she loved visiting new places and couldn't stand being stranded for five months in a crappy two bedroom flat.

The Doctor didn't seem to realize how close they were as he spoke about the chemical cloud storms that made the rain change colours. It took Penny a moment to realize that she didn't mind him standing so close.

"Please tell me we won't be here much longer." Penny pleaded to the Doctor as she dropped onto the couch after the final day of school.

"Billy's squeezed us in to make that recording."

"Oh, thank god, I don't think I'd survive one more week here." She grinned at him, but it faltered at the wince on his face.

"We have to wait another week to do it." He admitted.

Penny groaned.

"Penny!"

Penny rolled over in bed, turning away from the noise. Without the pills the Doctor gave her, she rarely got any sleep, and she had left them in the Tardis, not knowing she'd be stuck in the past.

"Penny, wake up!" The Doctor called as he barged into their shared room (Martha had refused to share with the Doctor, and Martha's job as a nurse had unpredictable hours and she didn't want to wake Penny).

"No." Penny mumbled into her pillow.

"Look what I caught!" The Doctor sat on the edge of the bed, making the mattress dip.

Penny reluctantly rolled back over to see what he had.

She blinked. "Why are you holding a bird?" She moved closer to look at it.

"A cat was attacking it." The Doctor grinned.

Penny glanced at the alarm clock at the side of the bed. Three in the mother fucking morning. "Do you wanna tell me why you were out and about at this time of day?" She asked dryly.

"You were sleeping and I was bored."

"When's the last time you slept?" Penny asked, still looking at the small bird.

The Doctor mumbled something that Penny couldn't hear.

"Come again?"

"Last week."

"Jesus Christ, put the bird down and get some sleep."

"But I've got work to-"

"Not at three in the morning. I'm giving you five minutes to come to bed before I drag you here myself." She threatened groggily.

When the five minutes passed by, Penny had already fallen back asleep, curled up on her side of the bed.

When the Doctor walked back in (four minutes and seven seconds later) he collapsed on his side of the bed, feeling his sleepless nights catch up to him as he turned on to his side facing Penny.

He drifted off slowly, unaware that he was also slowly closing the distance between them until he was holding her to his chest, a feeling of contentedness washing over him for the first time since they lost the Tardis.

Penny stood behind the Doctor on his chair as they waited for the autocue to tell them when to speak.

"Yep, that's me." The Doctor grinned.

They both read what the other people would be saying, Penny going as far as to mouth the words as they went.

Okay, that was scary.

No, it sounds like he's replying, but he always says that.

"Yes, I do." He agreed.

And that.

The Doctor sighed and Penny rolled her eyes at him. "Yup. And this."

He can hear us. Oh, my God, you can really hear us?

Of course he can't hear us. Look, I've got a transcript. See? Everything he says. Yup, that's me. Yes, I do. Yup, and this. Next the girl says it's-

"Are you going to read out the whole thing?" Penny spoke for the first time, raising her eyebrows at the camera.

Sorry.

"It's fine." Penny shrugged, reading her lines. "The name's Penny, by the way." She winked.

"Oh, don't start." The Doctor whined, looking back at her in annoyance.

Who are you?

"I'm a time traveller." Penny whacked his arm. "We are... Or we were. We're stuck in 1969."

Martha walked into frame. "We're stuck. All of space and time, he promised me. Now Pen and I've had to get jobs. We've got to support him!"

"Martha." The Doctor reprimanded.

"Sorry."

I've seen this bit before.

"Quite possibly." The Doctor smiled and shrugged.

1969, that's where you're talking from?

"Afraid so. Penny thinks it's right dreadful here."

She scoffed. "It is dreadful here, Doc."

But you're replying to me. You can't know exactly what I'm going to say, forty years before I say it.

"Thirty eight." He corrected.

"Shut it, smartass." Penny said without bite.

I'm getting this down. I'm writing in your bits.

How? How is this possible? Tell me.

Not so fast.

"People don't understand time. It's not what you think it is."

Then what is it?

"Complicated."

Tell me.

"Very complicated." He insisted.

I'm clever and I'm listening. And don't patronise me because people have died, and I'm not happy. Tell me.

"People assume that time is a strict progression of cause to effect, but actually from a non-linear, non-subjective viewpoint, it's more like a big ball of wibbly wobbly, timey-wimey stuff."

Yeah, I've seen this bit before. You said that sentence got away from you.

"It got away from me, yeah."

"I can't believe you really said that." Penny held back a snicker.

Next thing you're going to say is, well I can hear you.

"Well, I can hear you." The Doctor said, ignoring Penny for the time being.

This isn't possible.

No. It's brilliant!

"Well, not hear you, exactly, but I know everything you're going to say."

Always gives me the shivers, that bit.

How can you know what I'm going to say?

"Look to your left."

What does he mean by look to your left? I've written tons about that on the forums. I think it's a political statement.

He means you. What are you doing?

I'm writing in your bits. That way I've got a complete transcript of the whole conversation. Wait until this hits the net. This will explode the egg forums.

"We've got a copy of the finished transcript. It's on our autocue."

How can you have a copy of the finished transcript? It's still being written.

"I told you. I'm a time traveller. I got it in the future."

Okay, let me get my head round this. You're reading aloud from a transcript of a conversation you're still having.

"Yeah. Wibbly wobbly, timey-wimey."

"You're going to keep saying that, aren't you?" Penny questioned, cringing at the word.

The Doctor winked at her by means of answering.

Never mind that. You can do shorthand?

So?

"What matters is, we can communicate. We have got big problems now. They have taken the blue box, haven't they? The angels have the phone box." He asked, knowing full well what the answer was.

The angels have the phone box. That's my favourite, I've got it on a t-shirt.

"Why the hell would you put that on a shirt?" Penny said, becoming increasingly exasperated.

What do you mean, angels? You mean those statue things?

"Creatures from another world."

But they're just statues.

"Only when you see them."

What does that mean?

The Doctor took a deep breath, not enjoying the information he was about to relay. "The lonely assassins, they used to be called. No one quite knows where they came from, but they're as old as the universe, or very nearly, and they have survived this long because they have the most perfect defence system ever evolved." Penny squeezed his shoulder, he clearly seemed to have history with those creatures. She could tell they upset him in a way that she hadn't seen since the Daleks. "They are quantum-locked. They don't exist when they're being observed. The moment they are seen by any other living creature, they freeze into rock. No choice. It's a fact of their biology. In the sight of any living thing, they literally turn to stone. And you can't kill a stone. Of course, a stone can't kill you either. But then you turn your head away, then you blink, and oh yes it can."

Don't take your eyes off that.

"That's why they cover their eyes. They're not weeping. They can't risk looking at each other. Their greatest asset is their greatest curse. They can never be seen. The loneliest creatures in the universe." He paused, looking truly apologetic. "And I'm sorry. I am very, very sorry. It's up to you now."

What am I supposed to do?

"The blue box, it's my time machine. There is a world of time energy in there they could feast on forever, but the damage they could do could switch off the sun. You have got to send it back to us."

How? How?

"And that's it, I'm afraid." He winced. "There's no more from you on the transcript, that's the last I've got. I don't know what stopped you talking, but I can guess. They're coming. The angels are coming for you. But listen, your life could depend on this. Don't blink. Don't even blink. Blink and you're dead. They are fast. Faster than you can believe. Don't turn your back, don't look away, and don't blink. Good luck."

"You've got this." Penny chimed in, trying to take away the ominous ending the Doctor had given the tape. The camera switched off and Penny relaxed, she hated standing in front of a camera.

The Doctor stood from his chair and walked off, lost in thought. Penny waved her arms to get Martha's attention and walked over to her. "He's so gaddamn dramatic all the time."

Martha smirked. "But you love it."

Penny shrugged noncommittally. "Didn't say otherwise."

Martha's eyes widened and her jaw dropped. "Does this mean you're finally acknowledging your feelings for him?"

"For me to do that, I would require feelings for him."

"You are absolutely impossible." Martha groaned.

"I know." Penny winked, looping her arm through her friends and tugging her towards the exit, nodding at Billy as she passed him. "Let's go get some ice cream or something. The Doc's gone somewhere to sulk, so we have the rare chance to do whatever we want." She grinned.

"I left my purse at the flat." Martha denied, looking sorry that she couldn't spend alone time with her friend.

"Who said you were paying? I got a job here too, remember?"

Both were unaware of the danger they would soon be in.

**Notes for the Chapter:**

> Hello lovelies!  
> I know it's a shorter chapter than normal, but I hope you like it anyways.  
> Unfortunately, Martha's time is almost up... but that means that Penny gets to meet Jack! I guarantee that you will love his and Penny's friendship. I doubt the Doctor will be as happy about it as I am though  
> Utopia is up next... that will be interesting to write lol  
> I hope you've all been having a fabulous day/morning/night!  
> See you next chapter!


	25. A Realization

Even though they had filmed the video for Sally Sparrow, the Tardis didn't arrive that day. Or the next one.

"What do you mean it could be a few days?" Martha asked a mildly embarrassed Doctor.

"I mean, I may had been slightly off with the coordinates I gave Sparrow." He admitted sheepishly, avoiding the glare Penny was sending him.

It was no secret to anyone how much Penny hated living in 1969. She hadn't much liked the moon landing the first time they saw it, something unnerved her about it. So when the Doctor and Martha wanted to go back and watch it again, Penny had stayed in the Tardis's library to read a book the Doctor had been rambling about. Then the two had gone again and Penny wondered why they bothered to go there. There were so many amazing placed to see, and they decided to go back to the same place again and again.

Maybe it upset her because she didn't want to loose her chance to see the universe. Who knew how long the Doctor would keep her around, he lived for longer than her and she was sure he wouldn't want to see her grow old and die while he stayed the same.

He was her bestfriend, but she could tell that things had changed. Ever since the Family of Blood, there was a sort of barrier between them. She had hoped that after being locked in a room with him and talking, things would go back to normal... and at first they seemed to. They both talked to each other all the time, but there was always a sense that they weren't talking about anything that mattered.

The friendship felt almost formal. A dance that both of them had to do perfectly or risk stepping on the other's toes. It was exhausting.

It was one of the reasons why she hated 1969 so much. Their apartment was so much smaller than the Tardis, and Martha making them share a room didn't help the awkward feeling she had.

Penny found every excuse she could to leave the tiny flat. Being a teacher kept her out of the house, so when she saw the local school needed a Latin teacher, she jumped at the opportunity. She spent many weekends in the library, grading homework or feeling horrible that she was avoiding spending time with her best friend.

But whenever Martha or the Doctor asked why she seemed to hate 1969 so much, she couldn't exactly tell them the truth.

Her most used excuses became:

"None of my favorite bands exist yet."

"We've already seen the moon landing three times, I'm not sure we need to see it again."

"I miss traveling."

She wasn't sure whether they believed her or not, but they didn't push her for other answers.

But now that the Tardis was on its way, she was tired of using the same fake excuses over and over again.

She was tired of waking up in the same place every day with no variation. She was tired of waiting for the Tardis. She was tired of feeling distant from her best friend. She was tired.

It took eight days for the Tardis to arrive in their apartment.

The clock struck three and Martha and Penny were asleep.

Penny had spent the better half of an hour convincing the Doctor to get a few hours of sleep after five days without it and she was exhausted after a particularly violent nightmare that woke her at two AM that morning.

She was woken, not by the sound of the Tardis materializing, but the Doctor gently shaking her awake reluctantly. Apparently, he'd noticed how little she slept just like she noticed how little he slept.

Penny grunted and rolled over. They'd waited eight days, she could survive a few more hours if it meant she would get some sleep. Burying her face in her pillow, she went right back to sleep.

A World War Two jacket. A vortex manipulator. A charming smile and a voice like honey.

The gasmask people walked toward her, cutting off her exits. She was completely surrounded with only a spanner to defend herself with. She held it like a bat, ready to swing, but it dropped from her hands when she saw how one of them was dresses.

"Oh god," She whimpered, leaning against the brick was behind her for some kind of support. "Claire." She felt her eyes water, tears spilling over and carving paths on her ashen face.

"Are you my Mummy? I want my Mummy." Claire's voice was distorted.

"No, please leave me alone." She cried, wishing she could sink back into the brick wall. She screwed her eyes closed as the masked people advanced.

She felt someone grab her hand, but it wasn't Claire's soft hand. It was callused and rough. She looked up.

"Come on, Vix! Don't just stand there!"

Penny woke up in her room on the Tardis with a stifled gasp. She franticly looked around for the Doctor, who for the past six months had been next to her whenever she had her nightmares and was shocked to find she was no longer in their crappy flat.

Her bedside lamp turned on automatically and Penny's gaze shot to a small pill bottle that held the only things that would give her a peaceful sleep.

She sighed and dropped back onto her bed, running a hand down her face. There was no way she was going back to sleep, pill or no pill.

Her head pounded and she rubbed at her temples, waiting for them to fade before she got up and got dressed for the day.

The Console room was colder than Penny expected it to be, she rubbed her arms to try and generate a bit of warmth.

With a glance around, Penny could tell that the reason why it was so cold was because the door to the Tardis was open, showing off a beautiful view of a purple planet.

The Doctor was sitting in the edge, looking out.

For some reason, Penny felt as though she was interrupting something when the Doctor heard her foot steps and turned to face her with a small smile.

"I thought you'd still be sleeping." He admitted as he gestured for her to sit down beside him.

After a moment of hesitation, she did so, sitting closer to him than she normally would because of how cold she was.

"Nightmares." Penny responded simply. The Doctor lifted the arm nearest to her in invitation. Penny readily took advantage and ducked under his arm, the Doctor pulling her closer for both warmth and comfort. She leaned her head against his chest, relaxing. "It's a gorgeous view."

"Yeah. Raxicoricofaliputorius."

Penny repeated the word in her head until she was confident that she could say it, which took roughly 47.89 seconds. "Raxicoricofaliputorius? Try saying that five times fast."

The Doctor snorted. "I had to deal with a family from here trying to blow Earth up for fuel."

"As one does." Penny snarked. "I'm assuming you stopped them, seeing as Earth is not currently blown up for fuel."

"You'd assume right." He paused. "I was a different man then."

Penny blinked drowsily. "You're not a man. You're a Time Lord."

The Doctor rolled his eyes. "I was a different Time Lord." He amended fondly.

"You've said that before though, that you were a different man before." She yawned. "What exactly do you mean by that?"

The Doctor shrugged. "I always forget that you humans don't know anything about Time Lords."

"You're not exactly well-known, Doc."

"Human's look similar to Time Lords, but there are many differences. Such as the two hearts." He used his free hand to tap at his chest where his second heart was, as if to demonstrate. "We also... well, we..." He trailed off, unsure of how to explain. "We have this way of cheating death, I suppose."

Penny could feel him look down at her, as if to gauge her reaction. "Sounds useful." She nodded.

Whatever he had been expecting, it wasn't that. He laughed, shaking his head fondly. "Of course you'd say that." His laugh resonated through his chest and Penny could feel it vibrate.

Suddenly she was hit with a realization. She loved it when he laughed and smiled because of her. She loved it when he told her about his favorite planets, or when he rambled to her about a terrible documentary. She loved how he just had to help other people, even if it put him in danger. She loved his warm eyes and how he could portray any emotion he wanted in them. She loved the Doctor.

She was in love with the Doctor.

Her face burned and she realized he was talking again.

"When we die, all of our cells rewrite themselves, we have different organs, different hair, skin, and brains. We literally become a different person." He paused before rushing out the next sentence. "But we're still the same person, really. Just with different habits and personality."

She nodded so he'd know she understood, but she was just hoping he wouldn't notice her change in attitude or her bright blush.

She felt the Doctor's gaze on her and knew he expected her to say some sort of snarky remark, but she was in too much of a shock to come up with something clever. She tried to think of something, but she ended up just blurting out a random half done insult.

"So if you regenerate, things might end up in the wrong spot, right?" She asked, but didn't give him a chance to answer. She had no idea where she was going with this. "So... you could end up with ears where your hearts are?"

It obviously wasn't Penny's best remark, but it seemed to appease the Doctor. He snorted, looking down and bumping Penny's head with his. "Actually, that is possible, very unlikely, but possible." He admitted.

Penny smirked. "Is that what happened with you?"

The Doctor's face scrunched up. "What?"

Penny pushed her feelings aside, she would deal with them later. "You're such a terrible listener, I just figured that was you. Maybe it's because you have ears where you're hearts are meant to be." She mused, pretending to consider the thought. "It would make sense.

"I am not a terrible-" He cut himself off, noticing how Penny seemed to be considering the idea. "How would I be alive if I didn't have at least one heart?!"

Penny nodded thoughtfully. "You're right." The Doctor sighed in relief, ready to change the subject, but Penny beat him to it. "Are there any alien species that don't have hearts?" She asked.

The Doctor grinned down at her, not noticing the mischievous glint in her eyes. "Yes, actually. Much like many insects on Earth, there are many species that don't need hearts, such as the Zolion."

"Huh." Penny paused. "So, how do I know you wouldn't be able to survive without your hearts? If it's possible, there might really be ears where your hearts are meant to be."

The Doctor's jaw dropped. "You don't seriously think-" Penny tried her best to look unconvinced. "Fine." He used the hand that wasn't wrapped around her shoulders to grab one of her hands, sending a blush up Penny's neck that he was too busy to notice. "Feel my heart beats." He guided her hand to one side of his chest before moving it to the other.

Penny could clearly feel them beat, slightly quicker than normal due to his worked up state. She shook her head after a moment. "No. I don't feel anything." 

"What do you mean you don't feel anything?" Penny shrugged as best as she could with his arm wrapped around her. The Doctor sputtered for a moment before smirking. "If I didn't need have hearts, then why did CPR work on me?" He asked smugly.

"The chest compressions made noise, which was loud to the ears in your chest and woke you up." Penny bullshited easily.

The Doctor stared at her blankly.

Penny fought to keep her shit eating grin off her face. He stared at her for a solid ten seconds before Penny couldn't hold her laugh in any longer.

"I can't believe-" She got out between giggles. "I can't believe you thought I- thought I didn't know you have hearts!" She collapsed against his side in hysterical laughter.

The Doctor tightened his hold on her and grumbled about something or another.

Despite her giggles, in the back of Penny's mind, she couldn't help but lecture herself for falling in love with someone who could never love her like that back.

**Notes for the Chapter:**

> A/N  
> 1\. You guys seriously rock! Every time I see a comment for this book, I want to keep writing, so thank you so much for supporting and encouraging me!  
> 2\. Next up is Utopia. I'm sure you're all wondering about Jack... and I think you will be pleasantly surprised with what happens ;)  
> Have an absolutely wonderful day/morning/night and I'll see you next chapter!  
> -Jamie


	26. Alright, Vix

The man pulled her behind him, gesturing for her to climb the chain link fence that blocked the alleyway off. With no other options, she climbed it.

The man began to climb beside her, glancing over at her every few seconds to make sure she was alright.

When she reached the top, she didn't hesitate to jump down to the other side, the man doing the same.

Now that she was no longer in danger, she turned to the man who swept her into a hug. "Big Ears was right." He muttered as he pulled back. "They never listen when you say not to wonder off." He scoffed, sticking one hand into the pocket of his jacket, pulling something out and tossing it to her.

She barely caught it in time. She looked down at it and saw it was a dog tag bracelet. Why the hell would he give her this? Her face scrunched up.

The man chuckled. "It's so weird to see you like this." He shook his head. "It's got the best way to contact me on it."

"Why would I want to contact you?" She said numbly, slipping the bracelet on her wrist after reading the five numbers on it, the leather cord attached to the dog tag sliding on easily.

"Because we're in the same boat, Vix."

She huffed. "Stop calling me that." She looked around to make sure none of the gasmask people were going to find them.

"Alright, Vix." He winked at her. "This was only meant to be a quick visit anyway." He grabbed her hand again and tapped something on his watch before they both disappeared.

Penny's first thought when she woke up was that she should check to see if she was still wearing the bracelet. She tried to remember the man's face as she did so, but all she could remember was the shit eating grin.

Obviously, she wasn't wearing it. But it didn't stop her from panicking over losing it. She tried to tell herself that there was no way she even had it in the first place, so there was no reason to believe she had lost it. But a small part of her told her to look for it.

Needless to say, Penny spent the early hours of the morning looking around her room for something she didn't think existed. She recite the numbers she had read off of it during her dream in her head as she worked. 876983. 87693. 87693.

In a final act of desperation, she picked up the back pack she had been found with from where it had sat by her desk. She poured the contents out onto her bed.

A wallet. A ID. A phone. A change of clothes. A bracelet. A head band.

Penny grinned to herself and snatched the bracelet up, shoving the rest back into the bag and dropping the bag off the side of her bed.

She turned the bracelet around and looked for anything that might tell her it was the same one from the dream.

And there, when she squinted, between the name of the owner of the dog tag (someone named Jack Harkness), the numbers '87693' could be read.

"Cardiff." The Doctor announced happily as he parked the Tardis.

"Cardiff?" Martha questioned, clearly confused as to why they were there.

"Ah, but the thing about Cardiff, it's built on a rift in time and space, just like California and the San Andreas Fault, but the rift bleeds energy." He briefly explained, glancing at Martha to see if she understood. "Every now and then I need to open up the engines, soak up the energy and use it as fuel."

"It's basically a pit stop." Penny summarized from where she had been standing at the Doctor's side, watching him pilot the ship. She crossed her arms over her chest, wondering if she'd ever learn to pilot the Tardis.

"Exactly, listen to Penny. Should only take twenty seconds. The rift's been active."

Penny winced slightly at a small headache forming, the Doctor shooting her a small glance.

"Headache." She explained.

The Doctor nodded, his gaze going down to her wrist when he saw light reflect off of a dog tag bracelet. He didn't get a chance to read it before Martha spoke up.

"Wait a minute." Martha began, not hearing their mini conversation. "They had an earthquake in Cardiff a couple of years ago. Was that you?"

"Bit of trouble with the Slithene." The Doctor shrugged with a grin. "A long time ago. Lifetimes." He smirked. "I was a different man back then."

Penny quirked an eye brow, recalling their conversation about regeneration.

"Finito. All powered up." He declared, happy to change the subject, even though he had brought it up in the first place.

The Doctor and Penny glanced at the monitor, seeing a man run at the Tardis.

Penny's eyes widened as the Doctor pressed a button, sparks flying as he sent the Tardis off.

"Whoa! What's that?" Martha shouted as she fell to the ground after the floor seemed to shift around beneath them.

"We're accelerating into the future." He read the monitor. "The year one billion. Five billion. Five trillion. Fifty trillion?" He looked up and then back down at the numbers. "What? The year one hundred trillion? That's impossible."

"Why? What happens then?"

"We're going to the end of the universe."

"That sounds ominous." Penny said with a forced smile.

The Doctor snorted despite the situation as the Tardis finally seemed to calm down. "Well, we've landed."

"So what's out there?" Martha asked as she looked at the door.

"I don't know." The Doctor replied just as grimly.

"Say that again. That's rare." Martha smirked.

Penny smirked as well, it seemed her snark was rubbing off on the others.

"Not even the Time Lords came this far." He shook his head solemnly. "We should leave. We should go. We should really, really go."

Penny nodded, fighting to keep a straight face. "I'm with the Doc for once." Both turned to her in confusion. "We really should go." She paused before letting an easy smile rest on her face as she walked to the doors, calling over her shoulder as she went. "We really should go out, that is."

She pushed the doors open and blinked at the body in front of the box. It was the man who had been running towards the box.

"Oh my God!" Martha shouted when she saw him, running to check his pulse. "Can't get a pulse. Hold on." She spoke to the man, trying again. "You've got that medical kit thing." She got up and sprinted into the Tardis.

"Hello again." The Doctor said quietly, trying to remain unheard by Penny. "Oh, I'm sorry."

"Here we go." Martha said as she hauled the medical kit out of the Tardis, pushing past the Doctor. "Get out of the way." She got to work. "It's a bit odd, though. Not very hundred trillion. That coat's more like World War Two." She pointed out.

"I think he came with us." The Doctor said after a moment of hesitation, avoiding Penny's gaze for some reason.

"How do you mean, from Earth?" Martha asked.

"Or did he latch onto us in the vortex?" Penny asked, hesitant to share her theory.

"Martha's right on this one, Penny. Must have been clinging to the outside of the Tardis all the way through the vortex." While Martha looked shocked, the Doctor muttered something so that only Penny would be able to hear. "Well, that's very him."

"You know him?" Penny asked, not as surprised as she felt she should be.

"Oh, forgot you didn't meet him, Penny." The Doctor snorted. "He's a friend of mine. Used to travel with me, back in the old days."

Penny nodded, deciding to ask about the 'old days' later.

"But he's-" Martha cut herself off, looking a bit choked up. "I'm sorry, there's no heartbeat. There's nothing." She avoided the Doctor's eyes. "He's dead." As if waiting to prove her wrong, the man shot up with a loud gasp, reaching for whatever was closest, which happened to be Martha, who screeched in shock. "Oh, so much for me." She muttered, turning back to her new patient. "It's all right. Just breathe deep. I've got you." She tried to calm him down, but it didn't seem like he needed the help.

"Captain Jack Harkness." He introduced, making Penny's blood run cold as she traced that same name on her bracelet." And who are you?" He blatantly flirted at Martha.

"Martha Jones."

"Nice to meet you, Martha Jones."

The Doctor scoffed from beside Penny. "Oh, don't start."

Jack looked over at the Doctor with what could only be described as a bitchface. "I was only saying hello."

"I don't mind." Martha grinned, not looking away from Harkness. She got up, helping him up as he did.

Harkness winked at Penny as if sharing an inside joke with her. "Doctor." He greeted.

"Captain." The Doctor replied tensly.

"Good to see you."

"And you. Same as ever. Although, have you had work done?"

He scoffed. "You can talk."

"Oh yes, the face. Regeneration." Martha was the only one of the four who looked confused. "How did you know this was me?"

"The police box kind of gives it away." He shrugged and sent a discreet glance over to Penny. "Plus, my Vix told me." He paused before turning to Penny. "And I see you've finally met her!" He grinned, rushing forward to hug Penny.

"Hi, Jack." Penny greeted, awkwardly hugging him back.

"My lovely Vixen." He smirked as he pulled away wrapping an arm around her shoulders. "This is hardly the date I planned for us."

Penny could tell he was joking to get on the Doctor's nerves, which made her automatically like the man. Plus, his name was on her bracelet, she figured she could trust him. "This is better than what you planned, dear, admit it." She flirted back easily, shooting him a wink for good measure.

Jack was forcefully pulled away from Penny. "Stop it." The Doctor drew out, and neither could tell who it was directed at.

They both glanced at each other with a look of mischief in their eyes. As soon as the Doctor let go of Jack, Penny jumped on his back, Jack easily catching her and smirking at the Doctor, who closed his eyes and drew in a deep breath, massaging his temples. "Have you-" He seemed almost hesitant to ask. "Have you two met before?"

"We've known each other for years!" Jack said at the same time that Penny said:

"I've never seen this man in my life!" She grinned happily from her spot on Jack's back.

The Doctor sighed. "And yet you're on his back." He said simply, as if he expected better.

Penny smirked slyly. "I ran off with you after knowing you for a few hours. You could have been a serial killer."

The Doctor flushed. "That's different!"

"No it's not." Penny said in a sing song voice.

"Yes it is!" The Doctor argued. "Jack is- he's- Jack's-"

Martha cut him off, obviously tired of the argument. "Jack's not the jealous one, Doctor. Now can we please get back on track?"

"I'm not jealous." He huffed.

Penny snorted and tapped Jack's chest with one of her hands, silently asking to be put back down. He did so and winked at her again, Penny smirking back at him.

Penny walked over to the Doctor, who reached for her and wrapped an arm around her waist, immediately pulling her into his side and shooting a smug smirk at Jack.

"Sure you're not jealous." Penny muttered, but the blush on her face was evident as she felt his cool palm against her waist.

"I've been following you for a long time." Jack told the Doctor, his smile fading. "You abandoned me."

"Did I? Busy life." Penny rammed her elbow into his side, happy when the Doctor winced and glared down at her. "Moving on."

"Just got to ask." Jack began hesitantly. "The Battle of Canary Wharf." Both her and the Doctor stiffened, his grip on her tightening the smallest amount. "I saw the list of the dead. It said Rose Tyler."

His grip only seemed to tighten, but he put on a big fake grin that only she seemed to see through. "Oh, no! Sorry, she's alive."

Jack grinned. "You're kidding."

"Parallel world, safe and sound." The Doctor breathed out. "And Mickey, and her mother."

"Oh, yes!" Jack cheered, pulling the Doctor into a hug.

Martha walked to Penny's side. "Good old Rose." Martha scoffed.

Penny shook her head at Martha. "You do realize that they were friends, right?" She asked. "That Rose isn't a villain and that he lost his friend." Penny sighed.

She loved Martha, but there was no reason for her to be jealous of his friends.

Penny caught up with the Doctor and walked beside him, Jack beginning a story. The Doctor glanced down at her and tilted his head when he saw her frown.

Penny shook her head. She didn't want to talk about it.

"So there I was, stranded in the year two hundred one hundred, ankle deep in Dalek dust, and he goes off without me." Jack paused and held up his wrist to show off his watch looking bracelet. "But I had this." The Doctor rolled his eyes. "I used to be a Time Agent. It's called a vortex manipulator. He's not the only one who can time travel." Jack smirked, winking at Martha.

"Oh, excuse me. That is not time travel." The Doctor huffed, looking down at Penny as if waiting for her to back him up. Instead, Penny was trying not to laugh. "What?"

Penny shook her head fondly at her friend. "I didn't realize how jealous you get."

Jack cackled and smirked at the pair as Martha fought a snicker.

"I am not jealous. I've got no reason to be! If anyone is jealous here, it's him. It's like, I've got a sports car and he's got a space hopper." He whined at Penny.

"Oh ho. Boys and their toys." Martha snickered.

Jack rolled his eyes. "All right, so I bounced." He said to appease the Doctor. "I thought 21st century, the best place to find the Doctor, except that I got it a little wrong. Arrived in 1869, this thing burnt out, so it was useless." He admitted, shoving his hands in his pockets.

"Told you." The Doctor said smugly.

"I had to live through the entire twentieth century waiting for a version of you that would coincide with me." Jack complained.

"But that makes you more than one hundred years old." Martha said, not believing a word he said.

Penny smirked. "You're looking good on it, Jackie." She winked. The Doctor huffed and Penny rolled her eyes at him.

"Right?" Jack agreed. "So I went to the time rift, based myself there because I knew you'd come back to refuel. Until finally I get a signal on this detecting you and here we are."

"But the thing is, how come you left him behind, Doctor?" Martha suddenly asked, looking a bit cross.

"I was busy." The Doctor easily dismissed, turning his nose up at Jack, who looked at Penny as if to say, 'How do you put up with him?'

Penny shrugged. He didn't normally act like such a child.

Martha glared at the Doctor. "Is that what happens, though, seriously?" Penny blinked in confusion. What the hell was she going on about? "Do you just get bored with us one day and disappear?"

"Not if you're blonde." Jack half joked.

"Oh, she was blonde?" Martha scoffed, glared at the Doctor. "Oh, what a surprise!"

Penny tried her best to understand where Martha was coming from, but frankly, she couldn't understand why she was being so harsh. The Doctor had been nothing but kind to Martha since they had met, even taking her across galaxies and all she could think about was Rose and how much she didn't like her for some reason.

"Martha, I don't know what's gotten into you, today." Penny snapped. "Stop acting as though it's unreasonable for the Doctor to have other people in his life. He would never expect you to drop all of your other friends just because he's your friend, so stop thinking he has to do that with his." She shook her head, face flushed with anger at one of her closest friends.

She turned on her heel and kept walking, the other three having no choice but to follow her, Jack racing to catch up and draping an arm across her shoulder in an attempt to calm her down.

"I'm fine." Penny denied, knowing what he was trying to do.

Jack hummed in acknowledgment, but clearly didn't believe her. "And that's why you snapped at Martha?" He questioned lowly so that the others wouldn't overhear it.

"You can't look at me in the eyes and tell me she didn't deserve it." Penny whined, keeping her voice low as well.

Jack let out a small laugh. "Maybe so, Vix."

"You said you've known me for years?" Penny asked, looking up at Jack.

"Technically, I've known you longer than I've known the Doctor."

Penny's jaw dropped. "Really?"

Jack nodded. "But that was before you lost your memory."

Penny nearly fell over in shock, but Jack caught her and steadied her. "I'm sorry, could you say that again?" At this point she was speaking a normal volume.

Jack smirked proudly. "I knew you before you lost your memory."

"How-?"

"It's a very long story that I tell you in the future."

Penny blinked in confusion. "Why can't you tell me now?" She whined.

"Because I was with a future you a while ago, and that's when I told you."

"You two!" The Doctor called, cutting off their conversation. "We're at the end of the universe, all right?" He gestured to a cliff that he and Martha were standing at. "Right at the edge of knowledge itself and you're busy... blogging! Come on." He gestured them over.

Jack and Penny made their way over, rolling their eyes at the manchild.

"Is that a city?" Martha asked, looking over the edge.

"A city or a hive, or a nest, or a conglomeration." The Doctor confirmed Martha's thoughts. "Like it was grown." When Penny was within reaching distance, he pulled her in front of him so she could see. He pointed to what looked like an alley. "But look, there. That's like pathways, roads? Must have been some sort of life, long ago."

Penny couldn't think properly while she was stood in front of him, feeling his breath fan across her ears. She could only nod and hope he didn't notice the blush creeping up her ears.

Martha turned to the Doctor. "What killed it?"

"Time." He sighed. "Just time. Everything's dying now." Penny could hear the sorrow in his voice. "All the great civilizations have gone. This isn't just night. All the stars have burned up and faded away into nothing." He looked up at the empty sky, everyone else doing the same.

"They must have an atmospheric shell. We should be frozen to death." Jack said solemnly.

"Well, Penny, Martha and I, maybe." The Doctor interjected. "Not so sure about you, Jack."

Penny didn't know if the Doctor was intentionally being a dick to Jack, or if he was actually so clueless as to think his tone wasn't rude.

Or maybe it was a bit of both.

"What about the people? Does no one survive?" Martha looked back down the edge of the cliff.

"I suppose we have to hope life will find a way." The Doctor admitted.

"Well, he's not doing too bad."

We all turned to Jack, who was no longer looking at the cliff. Rather, he was watching a running figure being chased by a group of something.

"Is it me, or does that look like a hunt? Come on!" He grabbed Penny's hand and pulled her into a run.

"It's not just you." Penny agreed.

"Oh, I've missed this." Jack laughed, following them. Martha followed behind him. They caught up with the man, Jack attempting to calm him down. "I've got you."

"They're coming!" He hollered, looking at the group approaching franticly. "They're coming!"

Jack pulled a revolver out of his pocket and aimed it at the group.

"Jack, don't you dare!" The Doctor scolded.

Jack aimed at the sky and fired once, scaring them away.

"What the hell are they?" Martha asked the man.

"There's more of them. We've got to keep going." The man shook as he spoke, looking exhausted.

"I've got a ship nearby." The Doctor told him. "It's safe. It's not far, it's over there." He pointed over at the cliff they had been at, where another group of things were coming towards them at an alarming speed. "Or maybe not."

"We're close to the silo. If we get to the silo, then we're safe."

The Doctor looked at Jack. "Silo?"

"Silo."

"Silo for me." Martha readily agreed.

"And you, Penny?"

"I'd prefer a McDonalds, but that'll do."

And they were off again.

After even the Doctor began to grow tired, they finally caught sight of the silo. There was a tall chain-link fence separating it from them, which Penny classified as a problem.

The man sprinted and crashed into the fence. "It's the Futurekind! Open the gate!" He screeched to a guard.

"Show me your teeth!" The guard yelled over and over.

The man did so, telling the others to do the same as he did so. "Show him your teeth."

Not risking their chances with what was chasing them, they all did as told.

"Human!" The guard confirmed, gesturing for the gates to be opened. "Let them in! Let them in!"

The gates opened and the four ran through. They watched the gates close just as the Futurekind caught up with them, grinning in a disturbed manner, showing off their pointy teeth.

"Humans." The lead one said. "Humani. Make feast." It demanded.

"Go back to where you came from!" A guard ordered, pulling out a gun and aiming at them. "I said, go back. Back off!"

"Oh," Jack scoffed. "Don't tell him to put his gun down."

"He's not my responsibility." The Doctor stated.

"And I am?" Jack challenged. "Huh, that makes a change."

"Kind watch you." The Futurekind said. "Kind hungry." It threatened before leading the rest of them away.

"Thanks for that." The Doctor said seriously, looking aound.

"Right. Let's get you inside."

The man walked up to him and bean talking quickly. "My name is Padra Toc Shafe Cane. Tell me. Just tell me, can you take me to Utopia?"

The guard grinned. "Oh yes, sir. Yes, I can."

"It looks like a box," The Doctor explained to someone as they walked inside. "A big blue box. I'm sorry, but I really need it back. It's stuck out there."

Penny grabbed his hand in an attempt at comfort. The Doctor tried to smile at her but it was more of a grimince.

"I'm sorry, but my family were heading for the silo. Did they get here?" Padra asked a guard. "My mother is Kistane Shafe Cane. My brother's name is Beltone."

The man thought for a moment. "The computers are down but you can check the paperwork." He looked over his shoulder. "Creet!" He called, a young boy with a clipboard running in. "Passenger needs help."

As the boy helped Padra, one of the other guards responded to the Doctor. "A blue box, you said."

"Big, tall, wooden. Says Police." The Doctor responded, his hands moving as he spoke, unintentionally tugging Penny's hand with his.

"We're driving out for the last water collection. I'll see what I can do."

"Thank you." The Doctor sighed in relief.

"Come on." Creet said, leading the group into a corridor filled with people.

"Sorry," Martha began. "But how old are you?"

"Old enough to work. This way."

Penny had a bad feeling about this trip.

**Notes for the Chapter:**

> A/N
> 
> Hello!  
> I'll be honest, I never really liked these last episodes of Martha's season. The only thing that makes me re-watch it is Jack XD  
> I hope you all liked this chapter (which is one of my longest ones yet, I ended up cutting off the last part because it was longer than I wanted it to be, but don't worry, that part will be in the next chapter)  
> Tell me how you think Donna and Penny will interact! I'd love to see your predictions!  
> Any theories? If you comment them, I might be able to push you in the right direction ;) A lot was revealed this chapter, so I'm excited to see what you draw from it!!  
> I'll see you wonderful humans next chapter!  
> -Jamie


	27. 'Tell Him To Stop Repressing Me!'

The corridor was filled with people. A glance at the walls told Penny that they had been there for a time. People had taped pictures up, probably of their loved ones.

Penny stayed close to the Doctor's side, the lack of room causing their sides to be pressed together as they walked.

"Kistane Shafe Cane." The young boy, Creet, called. "Kistane Shafe Cane. Kistane and Biltone Shafe Cane? We're looking for a Kistane and Beltone Shafe Cane." He called as they walked down the corridor.

Padra looked around franticly. "The Shafe Canes, anyone? Kistane from Red Force Five?" Penny could practically feel the anxiety and fear rolling off of him. "My name's Padra."

"Anyone? Kistane and Beltone Shafe Cane? Anyone know the Shafe Cane family? Anyone called Shafe Cane?" Creet continued to search.

"It's like a refugee camp." Martha muttered, looking around sympathetically.

"Stinking." She looked over a Jack, who said that. A man was staring at him, clearly insulted. "Oh, sorry. No offence. Not you." He winked at him and kept walking.

Penny shook her head fondly. She could tell she and Jack would be great friends.

"Don't you see that?" The Doctor forced a smile. "The ripe old smell of humans." He winked at Jack.

Penny rolled her eyes. So it was okay when he flirted with Jack, but Penny couldn't be within five feet of him without being scolded. Great to know. 

"You survived." The Doctor continued. "Oh, you might have spent a million years evolving into clouds of gas, and another million as downloads, but you always revert to the same basic shape. The fundamental humans." He looked at Martha. "End of the universe and here you are. Indomitable! That's the word. Indomitable! Ha!" He nudged Penny with his elbow as he grinned, his smile looking much more genuine.

"Is there a Kistane Shafe Cane?" Creet asked again, but this time, a woman stood up, looking anxious.

"That's me."

Padra pushed in front of Creet, his eyes going wide as he looked at her. "Mother?"

"Oh, my God." The woman had tears in her eyes as she swept him into an embrace. "Padra."

"It's not all bad news." Martha smiled.

"It never is." Penny agreed, grinning up at the Doctor.

A young man stood up and neared Jack, who introduced himself. "Captain Jack Harkness." He looked the man up and down as he shook his hand, his voice taking on a flirty tone. "And who are you?"

The Doctor groaned. "Stop it." He walked over the a door, trying to open it, but having a hard time. "Give us a hand with this. It's half deadlocked. I need you to overwrite the code. Let's find out where we are."

Together, the Doctor and Jack tried to open the door. Penny could see over their shoulders that there was nothing but a sheer drop on the other side. The Doctor stumbled, nearly toppling over, but Jack grabbed him by the collar of his trench coat and yanked him back at the last second, sending him tumbling back into Penny, who nearly fell back as she caught him.

Jack smirked at the two. "I guess you fell for her."

The Doctor righted himself, continuing what he was doing.

Penny, on the other hand, was a blushing mess as she walked to Jack's side and whispered to him. "Did you just hit on him... for me?" 

Jack draped an arm across her shoulders. "It's not like it's the first time I've done something like that." He teased.

"What?"

Jack laughed. "How have you coped without me, Vix?"

Penny shrugged, trying to will her blush away.

From a few feet away, the Doctor glanced over at them, catching Penny's eye and raising an eyebrow at her blush and Jack's arm around her.

Penny shrugged helplessly.

Jack saw this exchange and smirked, planting a kiss on the side of Penny's head, making sure the Doctor was able to see.

The Doctor's expression soured and he glared at Jack.

"Now that is what I call a rocket." Martha said, not having been apart of the exchange.

"They're not refugees, they're passengers." The Doctor bit out, Martha looking confused at his sudden change of attitude. He had just been happy to be there. She looked around, her eyes landing on Jack and Penny and she snorted. The Doctor looked at her and she hid the laugh with a cough.

"He said they were going to Utopia." Martha continued, pretending she hadn't just been laughing at the confused expression on Penny's face.

"The perfect place. Hundred trillion years, it's the same old dream." He opened the door again, this time he was careful to not fall over. "I don't recognize any of this." He muttered. 

"Me neither." Jack agreed, arm still around Penny's shoulder. "Whatever it is, it's not rocket science. But it's hot, though."

The Dactor closed the door with a bit more force than strictly necessary.

"But if the universe is falling apart, what does Utopia mean?"

"I'd assume it's a place that isn't falling apart, Doc." Penny spoke, her blush having finally dying down.

An older man pushed his way over to the four, stopping in front of Jack. "The Doctor?" He asked.

Jack and Martha snorted, Penny holding an amused face. Penny pointed over at the Doctor, who was struggling to keep a neutral face. 

"That's me."

"Good! Good!" The man cheered, grabbing his arm and leading him away, the other three following the two. "Good. Good. Good. Good. Good. Good. Good. Good."

The Doctor turned around with a smug smile directed at Jack, who had finally removed his arm from Penny's shoulder. "It's good apparently."

"Really?" Penny joked, grinning. "Never would have guessed."

They were led into a laboratory, a blue lizard looking woman in a lab coat greeted them. "Chan welcome tho."

"Oh, uh, hi!" Penny waved, not knowing if people still shook hands or if that had gone out of fashion. "Nice to meet you."

"Chan you as well tho."

"I'm Penelope, that's Martha."

"Chan Chantho tho."

Penny was sure the Doctor was immersed in talking science with the man, and one glance his way confirmed it. In the time it took to look over at him, Jack had taken the opportunity to introduce herself to Chantho in a flirty tone.

"Stop it." The Doctor ordered Jack, a pair of glasses perched on his nose. Penny decided he looked adorable.

"Can't I say hello to anyone?" Jack complained, looking at Penny with a look that said, 'Tell him to stop repressing me.'

"Chan I do not protest tho." Chantho giggled.

"Maybe later, Blue." He winked, clicking his tongue, walking over to the Doctor and the man. "So, what have we got here?"

The Doctor promptly ignored him, sending a look to Penny that said, 'Restrain your boyfriend.' "And all this feeds into the rocket?" He asked the man.

"Yeah, except without a stable footprint, you see, we're unable to achieve escape velocity. If only we could harmonize the five impact patterns and unify them, well, we might yet make it. What do you think, Doctor? Any ideas?"

"Well, er, basically, sort of," He stuttered before letting a sigh out. "Not a clue." Penny raised a brow, the Doctor always had at least one idea, if not seven.

"Nothing?"

The Doctor shrugged. "I'm not from around these parts. I've never seen a system like it. Sorry."

"No, no. I'm sorry. It's my fault." The man visibly slumped. "There's been so little help."

"Oh, my God." Martha gasped.

Penny looked over and was shocked to see her hold some sort of tube with a hand in it. 

"You've got a hand? A hand in a jar. A hand in a jar in your bag." Martha questioned, looking absolutely disgusted.

The Doctor looked over as well. "But that, that, that's my hand." He pointed at said hand, as if there were other dismembered hands he could have been talking about.

"I said I had a Doctor detector." Jack said simply.

"Huh." Penny said simply, drawing all eyes to her. She smirked at Jack. "Must've been handy."

"You bet." Jack winked at her, making Penny laugh.

"Chan is this a tradition amongst your people tho?"

Penny laughed again, shaking her head.

"Not on my street." She turned to the Doctor. "What do you mean, that's your hand? You've got both your hands, I can see them."

"Long story. I lost my hand Christmas Day, in a swordfight."

"What? And you grew another hand?" Martha grilled, disbelief colouring her voice.

"Er, yeah, yeah, I did. Yeah." He waved at her with the hand Penny had assumed grew back. "Hello."

Penny snorted. "Martha, I honestly don't know how you can be shocked at this point."

"May I ask what specie you are?" The man asked hesitantly.

"Time Lord, last of." He said quickly with a forced smile. "Heard of them?" The man shook his head, looking confused. "Legend or anything?" The man shook his head again. "Not even a myth?" He took his glasses off and put them in his pocket, looking to Penny. "Blimey, end of the universe is a bit humbling." He mumbled.

"Chan it is said that I am the last of my species too tho." Chantho said with a sad smile.

"Sorry, what was your name?" The Doctor asked her.

"Chantho." Penny supplied, the man smiling at her.

"Quite right, dear. My assistant and good friend, Chantho. A survivor of the Malmooth. This was their planet, Malcassairo, before we took refuge."

"The city outside, that was yours?"

Penny rolled her eyes. Obviously.

"Chan the conglomeration died tho."

The Doctor grinned and snapped his fingers, looking over at Penny. "Conglomeration. That's what I said." His smile dimmed when she didn't seem impressed.

"You're supposed to say sorry." Jack said, just low enough for the Doctor and Penny to hear.

"Oh, yes." He looked slightly remorseful, but knowing him, it was probably mostly for show. "Sorry."

"Chan most grateful tho."

"You grew another hand?"

Penny frowned. Martha was still hung up about that?

"Hello, again." He waved again. "It's fine. Look, really, it's me." He flexed his hand and held it out to her, as if proving that it was indeed his hand.

"All this time and you're still full of surprises." Martha said softly, and smile full of awe on her face that made Penny feel uncomfortable for some reason.

"Chan you are most unusual tho." Chantho smiled at him.

"Well." The Doctor shrugged.

"It's part of his charm." Penny joked, leaning against one of the many counters, crossing her arms over her chest with a smirk.

"So what about those things outside? The Beastie Boys. What are they?" Jack questioned, leaning against the counter beside her.

"We call them the Futurekind, which is a myth in itself, but it's feared they are what we will become, unless we reach Utopia." The man hurriedly explained.

"And Utopia is?" The Doctor prodded.

"Oh, every human knows of Utopia. Where have you been?" The man half joked.

"Bit of a hermit."

He looked at the other three. "A hermit with friends?"

"Hermits United. We meet up every ten years and swap stories about caves." He lied. "It's good fun... for a hermit." He coughed awkwardly, ignoring the smirk Penny was sending his way. "So, er, Utopia?"

The man gestured to some sort of display that Penny had no way of understanding.

"The call came from across the stars, over and over again. Come to Utopia. Originating from that point." He pointed at something.

"Where is that?" The Doctor asked, not looking away from the chart.

"Oh, it's far beyond the Condensate Wilderness, out towards the Wildlands and the Dark Matter reefs, calling us in. The last of the humans scattered across the night."

"What do you think's out there?"

"We can't know." The professor admitted. "A colony, a city, some sort of haven? The Science Foundation created the Utopia Project thousands of years ago to preserve mankind, to find a way of surviving beyond the collapse of reality itself. Now perhaps they found it. Perhaps not. But it's worth a look, don't you think?"

"Oh, yes." The Doctor grinned. "And the signal keeps modulating, so it's not automatic. That's a good sign someone's out there. And that's, oh, that's a navigation matrix. So you can fly without stars to guide you." He looked over the man, who didn't appear to be listening. "Professor? Professor? Professor." He called, beginning to look concerned.

"I, er, ahem, right, that's enough talk. There's work to do." He blinked a few times. "Now if you could leave, thank you."

"You all right?" The Doctor asked as the professor began to walk him to the door.

"Yes, I'm fine. And busy." He dismissed.

"Except that rocket's not going to fly, is it?" The Doctor said bluntly. "This footprint mechanism thing, it's not working."

"We'll find a way."

"You're stuck on this planet. And you haven't told them, have you?" By the man's silence, they knew it was true. "That lot out there, they still think they're going to fly."

"Well, it's better to let them live in hope." He defended himself.

"Quite right, too." The Doctor agreed readily. "And I must say, Professor er, what was it?"

"Yana."

"Professor Yana." He seemed to test the name, as if it didn't sound quite right. "This new science is well beyond me, but all the same, a boost reversal circuit, in any time frame, must be a circuit which reverses the boost. So, I wonder, what would happen if I did this?" He pulled out his sonic and pointed it at the end of a few different cables, causing the machine to turn on.

"Chan it's working tho!" Chantho cheered, looking at the Doctor with a newfound respect.

"But- how did you do that?" Yana asked, looking at him in awe.

"Oh, we've been chatting away, I forgot to tell you. I'm brilliant."

A man over the intercom told the passengers to be ready for liftoff soon.

Penny watched the Doctor brush off Yana's praise easily complimenting the older professor.

"If you'd been born in a different time, you'd be revered." The Doctor said. "I mean it. Throughout the galaxies."

"Oh, those damned galaxies. They had to go and collapse. Some admiration would have been nice. Yes, just a little, just once." The man joked half heartedly.

"Well, you've got it now. But that footprint engine thing. You can't activate it from onboard. It's got to be from here." He looked the man in the eye. "You're staying behind."

"With Chantho." He added. "She won't leave without me. Simply refuses."

"You'd give your life so they could fly."

"Oh, I think I'm a little too old for Utopia. Time I had some sleep." Yana dismissed.

"Professor," The intercom buzzed. "Tell the Doctor we've found his blue box."

"Ah!" The Doctor cheered, pumping a fist.

"Doctor?" Jack prompted, looking at the monitor that showed the Tardis.

"Professor, it's a wild stab in the dark, but I may just have found you a way out." He grinned.

Soon enough, the Tardis was carted into the lab. The Doctor grinned and patted the door affectionately. He moved to attach a cable to the side of the box, shooting a cheeky wink to Penny. "Extra power." He explained. "Little bit of a cheat, but who's counting? Jack, you're in charge of the retro feeds."

"Oh, am I glad to see that thing." Martha said as she and Chantho walked back in.

"Chan Professor, are you all right tho?"

Penny glanced over to said man, noticing him sitting in a foldable chair, clutching his head in pain.

"Yes, I'm fine. I'm fine. I'm fine. Just get on with it."

"Connect those circuits into the spar, same as that last lot. But quicker." Jack ordered Martha and Chantho.

"Ooo, yes, sir." Martha play flirted.

The Doctor seemed to notice Yana's condition as well. "You don't have to keep working. We can handle it." He assured him.

"It's just a headache. It's just, just noise inside my head, Doctor." He dismissed. "Constant noise inside my head."

The Doctor seemed to freeze for a split second, something nobody but Penny noticed. "What sort of noise?"

"It's the sound of drums. More and more, as though it's getting closer." Yana admitted.

"When did it start?"

"Oh, I've had it all my life. Every waking hour. Still, no rest for the wicked." Yana struggled to try and chuckle.

The Doctor looked over to Penny, and though she didn't understand why, she knew that there was a distinct possibility that things would go wrong.

"Systems are down. Professor, are you getting me?" They heard over the intercom.

Yana struggled his way over and responded. "I'm here! We're ready! Now all you need to do is connect the couplings, then we can launch." The connection ended and Yana groaned. "God sake! This equipment. Needs rebooting all the time."

"Anything I can do? I've finished that lot." Martha offered.

"Yes, if you could. Just press the reboot key every time the picture goes." He showed her the button and traded spots with her.

"Certainly, sir. Just don't ask me to do shorthand." She joked.

"Right." He forced out a small laugh. Penny watched him carefully. Something was making the Doctor nervous, and that was enough to make Penny uneasy.

"Are you still there?" The man asked over the monitor.

"Ah, present and correct. Send your man inside." Yana answered. "We'll keep the levels down from here."

"He's inside. And good luck to him."

"Captain, keep the dials below the red." Yana instructed.

"Where is that room?" The Doctor asked.

"It's underneath the rocket. Fix the couplings and the footprint can work. But the entire chamber is flooded with stet radiation." He sighed.

"Stet? Never heard of it." The Doctor questioned.

"You wouldn't want to. But it's safe enough, if we can hold the radiation back from here." An alarm sounded. "It's rising. Naught point two. Keep it level!" he shouted over at Jack, who was doing something with some of the controls.

"Yes, sir."

Another alarm sounded just as the first one stopped. "Chan we're losing power tho!"

"Radiation's rising!" The Doctor read the levels.

"We've lost control!" Jack yelled.

"The chamber's going to flood." Yana panicked.

"Jack, override the vents!" Jack rushed and yanked out two important looking cables. "We can jump start the override."

"Don't! It's going to flare!" The Doctor warned.

Jack didn't listen, holding the two live wires together at the end, electrocuting him. He collapsed, but the power did restart.

"I've got him." Martha dropped to her knees to begin mouth to mouth CPR.

"Chan don't touch the cables tho." Chantho warned, but Martha didn't really need it.

Penny was sure he was fine. She'd already seen him miraculously come back to life once already, she had no reason to believe he wouldn't do the same thing again.

"Oh, I'm so sorry." Yana apologized.

"The chamber's flooded with radiation, yes?" The Doctor asked nonchalantly, confirming Penny's idea that he would be fine.

"Without the couplings, the engines will never start. It was all for nothing." The professor mourned.

"Oh, I don't know." The Doctor shrugged. "Martha, leave him."

"You've got to let me try." Martha argued.

Penny reached out for Martha and pulled her back.

"Just listen to me. Now leave him alone." He told her, shooting a grateful smile at Penny. "It strikes me, Professor, you've got a room which no man can enter without dying. Is that correct?"

"Yes." The man said, confusion practically seeping from him.

"Well-" The Doctor said in a high voice, looking up as Jack gasped and sat up. "I think I've got just the man."

"Was someone kissing me?" Jack smirked.

He got up quickly, the Doctor ushering him towards the door, looking at Penny and gestured with his head for her to follow him.

She did, slipping out of the lab behind them. The Doctor told Jack to head over, and that he would meet him there. As soon as he turned the corner, the Doctor leaned over to whisper something in her ear.

The Doctor looked at her expectantly. "Yeah." She agreed, nodding. "You go save the ship." She smiled at him. He grinned back, winking at her before running off to catch up with Jack.

She slipped back into the lab, no one having noticed her leave in the first place. She walked towards the Tardis, using her key open the doors, making sure no one saw her as she stepped in.

She had a job to do.

She walked to the console, sitting down and looking underneath the panel directly across from the doors, seeing the small keypad the Doctor had told her about.

Her hands hesitated over it, making sure she had the code memorized properly.

78-593-green-yellow-614-circle

She clicked the enter button and pulled herself out from under the console, giving it a fond pat, looking for the dial she had to switch.

As it turns out, the small purple dial was behind a panel, which she spent at least a minute prying open. When it was done (and her fingers were sore) she turned the dial 45 degrees to the left, pushing down on it. She replaced the panel and began to walk back around the console when the doors burst open, Yana storming in, not noticing Penny.

Something about the way he walked in made Penny duck down, trying to think of a way to sneak out without him noticing. She crawled to the opposite side of the console from him.

She heard him walk over to the console and press something.

"Deadlocked." He called through the door.

"Let me in. Let me in!" The Doctor banged on the doors from the outside. "I'm begging you. Everything's changed!" She could hear the fear in his voice. "It's only the two of us! We're the only ones left! Just let me in!"

Penny's eyes widened. He and Yana were the only ones left? Did that mean that Yana was a Time Lord like the Doctor?

"Killed by an insect. A girl. How inappropriate." Yana scoffed. "Still, if the Doctor can be young and strong, then so can I. The Master reborn."

There was a blinding gold light and Penny peeked over the edge and saw a new man in Yana's place.

He had regenerated. He was a Time Lord, and not a good one from the looks of it.

And she was trapped with him.

**Notes for the Chapter:**

> A/N  
> Hello beautiful creatures!  
> I really hope you like this chapter, I'll be honest, it's been hard to make myself write this episode, but i'm so excited for what happens after Martha's season is done!!  
> Because these last few updates have been posted later than I've promised, here's a small part from a chapter sometime in the future:
> 
> The door pushed open, the Doctor walking in leisurely, closing the door behind him before he finally looked up and saw her.  
> The Doctor's face seemed to light up before dimming into confusion. He opened his mouth a few times, looking around her and back at the door once before turning back to her. After a solid minute, he finally spoke. "Penny?" He seemed almost hesitant to ask. He took a step forward.  
> Penny stood and walked closer, taking in the face she hadn't seen in what seemed like ages.  
> A ghost of a smile graced the Doctor's lips as he took another step closer.  
> Penny closed the difference and did something she had wanted to for years.
> 
> Have fun with that!! *maniacal laughter in the distance*  
> Anyway, have a great day and I'll see you next chapter!  
> -Jamie


	28. Why Aren't You Hidden Away By The Master?

Because the day had began so amazingly, the universe seemed to think that trapping her with the Master made it even.

Penny would debate that.

She had known the Master for all of a minute and she despised him already. Not because he was particularly mean or rude. It was because she had heard how devastated the Doctor had sounded as he begged on the other side of the Tardis door.

In fact, the Master would have seemed rather charming if she hadn't known that he was murderous. Alas, she did know, and she was terrified.

He had yet to notice her crouched under the console, but she had a feeling he would find her sooner rather than later.

The Master raced around the console, laughing as he piloted the ship smoother than the Doctor ever had. It landed and the Master raced out before rushing back in. "What did dear old Doctor do to you, darling?" He addressed the ship, tapping his fingers impatiently. He huffed and tried to fly the ship somewhere else, only for the ship to shock him. "Ow!" He hissed. "Little brat." He spat, walking back outside.

This time he didn't come back.

Penny hesitantly crawled out from her spot, pretending she didn't notice her hands shaking. She tapped the monitor and it lit up, showing that she was back in Cardiff where they had left from. Another glance told her that the Master wasn't around the ship.

She raced to her room, the corridors seeming to shorten as it took less time than normal. She packed a bag and pocketed a wad of cash the Doctor had stolen to buy a souvenir.

She raced back to the console room, praying the Master hadn't come back.

The universe seemed to take pity on her as he wasn't there, nor did he show up on the monitor.

Penny took a deep breath and left the Tardis.

It had been a week.

One week without her bestfriends. One week without the Tardis. One week of searching for a way to fix things.

A week of hell.

And to boot, she had nearly nothing to show for it.

She'd spent the week in a cheap hotel room, using the computers at a library to do her research. She'd found several articles on a 'Doctor' that caused trouble, but most leads didn't pan out.

One, however, seemed to be promising.

A man named Clive (at least, Penny believed his name to be Clive, but it could have been Dale or even Greg) had a website solely for spottings of the Doctor. The man in the picture didn't look like her Doctor, but she couldn't rule it out, remembering that Time Lord's could regenerate.

She took a cab to his house after emailing with him a few times, asking questions about where he got his information, how old it was and whatnot.

She knocked on the door, a teenage boy answering it.

"Dad." He called over his shoulder. "It's for you."

The two stood awkwardly a they waited for Clive.

Penny eyed the boys shirt and grinned. "Nice shirt." She said, gaining the teenager's attention. "They Might Be Giants have some pretty great songs."

The boy smiled. "My mum and dad think they're rubish." He said, looking down at his shirt.

"My friend Martha said the same when I showed her some of their music." Penny grinned.

"Do you like The Velvet Underground?"

Before Penny could answer, Clive arrived, smiling at Penny and shaking her hand.

"Sorry for the wait, the stuff's back in the shed." He smiled kindly and led Penny to their back yard where there was a nice shed.

Before she followed, she turned back to the boy. "The Velvet Underground rocks!"

To say the man was crazy wasn't true. In fact, she knew that a lot of what the man was telling her was true.

It was the way he was telling her that made her question him.

He said that whoever the Doctor was, danger followed him and that he caused terrible things to happen.

"I knew someone who met him!" He claimed boldly. "The same night we met, the shop manikins attacked!"

While Penny absolutely believed his story, she did question a few things.

"Why do you think he causes this stuff to happen?" She asked, trying to imagine the Doctor actively trying to cause trouble. "That seems to be giving him a lot of credit." She joked.

Clive laughed with her, but answered. "He only appears right before everything happens." He puled up a blurry picture. "See, this is right before the assassination of President Kennedy." He pulled a different file up. It was an old black and white photo with the same man as well as a family at a pier. "This was a day before the family was planning on going on the Titanic. At the last minute, they decided not to go."

Penny nodded, observing the features of the man who used to be the Doctor. "So he saved them." She noted, taking in the leather jacket that was absolutely not the style of the time of the picture.

"I wouldn't be too sure of that." He pulled up another photo. "This was taken of him right before the aliens crashed into Big Ben."

Penny quirked a brow. "That's not very subtle."

"No," The man agreed. "They said it was a hoax but I know it wasn't. My wife saw it happen in person!" He said almost proudly.

Penny blinked. "You think this man, the Doctor, caused all of these things to happen?" The question was more stated than asked.

"I know it."

Penny nodded, a thoughtful look on her face. "Why did the family cancel their trip?" She finally said.

"What?"

"The family from the Titanic photo." She clarified. "Why did they decide not to go?"

"The Doctor probably told them not to go." Clive said, seeming confused with the question.

"And why would the Doctor tell them not to go?"

"He must've known it would sink."

Penny smiled. "So he knew what would happen before hand, yeah?" Clive nodded. "Why couldn't it be that he wanted to save the family from death? And if he saved that family, why assume that he's caused all these other bad things?"

Clive shrugged. "He could've stopped the ship from sailing if he was trying to help." He pointed out.

"Have you seen Back To The Future?" She asked suddenly.

"Yeah, it's my youngest son's favorite."

Penny thought of the boy from the door. It seemed like a movie he would like.

"In the movie they try to change the past, right?"

"Yeah, but then they start to fade." It seemed to click in his head. "He couldn't save everyone without making people fade." He breathed out.

Penny scrunched her face up. He'd been so close to the reason why he couldn't interfere sometimes, but she rolled with it.

"I bet," Penny said, leaning against the table. "I bet he goes round, watching history happen and helping where he can." Penny shrugged as if she wasn't sure.

"You," Clive grinned at her. "Are brilliant!"

Three months later Penny had kept in contact with Clive, half because he had information on the Doctor and half because he was good company.

She continued researching, turning away from articles about aliens and moving to look into strange occurrences.

She'd made a list of things that the Doctor might've been involved with.

A school exploded. The Thames was drained. A spaceship above London on Christmas. The bees were disappearing.

She figured she might be able to find a future version of the Doctor, but when she nearly ran into a past version of herself, she decided it wasn't the best idea.

To make everything worse, a song was stuck in her head that wouldn't be created for at least five more years.

She'd had to find a job as well, though she didn't mind working at the coffee shop down the street from the flat she had been renting. She got a discount on her coffee and that made it worth it in her mind.

The days blended together until the day she turned on the news and saw the Master was running for Prime Minister.

Penny's new phone gave her a headache.

The flip phone was cheap and as soon as she connected it to the internet, she noticed her head hurting.

It wasn't terribly painful, but it was enough to be annoying. She tended to keep it in the other side of her flat so she didn't have to deal with the obnoxious ache that came with having it with her.

The day the Master was elected was the day Penny officially decided humanity had no common sense.

She'd heard people on the street talk about how good of a person he was and she fumed silently.

She'd been open about her opinion on him and it was always dismissed, many people saying she was too young to truly understand politics.

Penny was very close to throwing hands the first time someone told her this.

The next day, the news broadcasted the faces she hadn't seen in what seemed like ages.

She wondered briefly how it was possible that the Doctor had gotten himself to be considered a 'Wanted' person.

Although, as she recalled every single one of their adventures, she realized she shouldn't have expected anything else from him.

On the bright side, if the Master had declared him a threat, she was certain that meant that he was back.

She purged her memory of the address of Martha's flat, and she hoped she remembered correctly. If the Doctor was back, she was sure that's where he would go.

Unsurprisingly, Penny was right.

She knocked on her friend's door and grinned when Jack opened it, launching herself into his arms.

"Jackie!" She laughed.

"Vix!" He greeted, just as pleased to see her. "When the Doctor told us you were in the Tardis, we thought you'd be stuck with that guy!"

Penny pulled back, walking into the flat, seeing both Martha and the Doctor staring intensely at the telly, not having heard her reunion with Jack.

"I snuck out after he left the ship." Penny said, unable to stop herself from listening to the speech on the screen.

They are called the Toclafane.

"What?" The Doctor muttered.

And tomorrow morning, they will appear. Not in secret, but to all of you. Diplomatic relations with a new species will begin. Tomorrow, we take our place in the universe.

Penny wondered what the hell the Master was talking about, but didn't voice her confusion.

Every man, woman and child. Every teacher and chemist and lorry driver and farmer. The Master looked directly at the camera, a twisted grin on his face. Oh, I don't know, every medical student?

Penny was smart enough to recognize a threat when she saw one and pulled Jack to the door, knowing the Doctor would follow.

Jack tore from her grip and raced back in and grabbed his computer, rushing back to her side and pulling her out, the Doctor catching her eye as he pushed Martha out the door.

The four had barely made it ten meters away when the building burst into flames, a small explosion shaking the ground.

"I suppose that was a rather explosive discovery." Penny said dryly.

Martha's head snapped to her and Penny nearly fell over as she was attacked with a hug from her friend.

"I thought the Master had you hidden away somewhere!" She pulled away, eyeing her friend. "Why aren't you hidden away by the Master?"

Penny shrugged. "Being hidden away seems boring." She joked.

"How did you get away from him?" Martha asked, concerned for Penny.

"Oh, I kneed him where it hurts and ran." Penny lied easily, seeing Martha's amused face and the bewildered look that was camping on the Doctor's.

"What?"

"Doesn't matter, darling." She quipped with a wink without thinking.

When her brain caught up to her mouth she felt her face burn.

"Anyway, how did you guys get here?" She asked, pointedly looking at Jack instead of the Doctor.

"The Doctor fixed my vortex manipulator and landed us here." He said, raising an eyebrow at her obvious blush.

Now that Martha was done checking on Penny, she was rapidly dialing her phone, something everyone else only noticed when she began to speak.

"Mum?"

"Don't tell them anything." The Doctor whispered.

Martha pulled the phone from her ear, covered the speaker and glared at him. "I'll do what I like." She put the phone back to her ear and seemed to sag in relief when she heard her mother. "Oh my god, you're there."

In an attempt to give Martha some privacy, she walked a few meters away, not expecting the Doctor to follow her and wrap her into her third hug of the day.

Though, as she was held in the arms of the man she had realized she was in love with, she was the happiest she'd been in ages, despite the danger they were in.

**Notes for the Chapter:**

> A/N  
> I hope you are all having an incredible day/morning/night  
> See you next chapter!  
> -Jamie


	29. The Year That Never Was

"Time was, every single one of these people knew your name." Martha nodded toward the people roaming about the square. "Now they've all forgotten you."

The ground was cold, and Penny's face stung as the bitter wind bit at her cheeks.

The Doctor glanced over at Martha from the corner of his eye. "Good."

She leant against the once standing gas station that had long since been closed.

"Back to work." Jack sighed, turning to Penny and winking at her before beginning to walk away.

Her job was not yet over. Martha was traveling the world, searching for the 'gun.' Penny was also traveling the world, but only to help spread the word.

"I really don't mind, though." The Doctor called, stopping Jack from going any further, though he did seem annoyed by the wink. "Come with me... as long as you stop flirting."

Not all nights were spent outside, sometimes she was hidden in bunkers, and moved with the people until she was sure they would spread the word.

Both Penny and Jack laughed. "I had plenty of time to think that past year," Jack said, face settling into a more serious expression. "The year that never was, and I kept thinking about that team of mine." He smiled at him. "Like you said, Doctor, responsibility."

A year was a long time to be alone, but Penny would do it over and over to help the Doctor. The day was fast approaching, and she hoped she'd done enough to help.

"Defending the Earth. Can't argue with that." The Doctor smiled somewhat bitterly. He grabbed Jack's wrist and soniced the vortex manipulator.

She took a deep breath, staring up at the stars as her breathing began to slow. She couldn't remember when she last ate, and she avoided sleep when she could.

"Hey, I need that." Jack argued, snatching his wrist back.

Her wrist watch told her that the plan would be set into motion in seventy six hours.

"I can't have you walking around with a time travelling teleport. You could go anywhere." He shrugged, Penny snickered.

Seventy six hours was a lot of time.

"He'd have to go twice, Doc."

The tips of her fingers were dusted with blue, she'd given her gloves to a little boy who'd needed them.

The Doctor smirked. "Ah, yes he would, Penny. The second time to apologize."

She couldn't move her fingers properly, and she couldn't make them stop shaking.

"And what about me? Can you fix that?" He tried to be nonchalant, but his next words proved how much he cared about the answer. "Will I ever be able to die?"

Her head was pounding, she didn't know if it was from stress, malnourishment, dehydration, or sleep deprivation.

"Nothing I can do." The Doctor shrugged apologetically. "You're an impossible thing, Jack."

She felt like she didn't know a lot of things.

"Been called that before. Sir. Ma'am. Vix." He nodded at each of them, a genuine twinkle in his eyes. "But I keep wondering. What about aging? Because I can't die but I keep getting older. The odd little grey hair, you know? What happens if I live for a million years?"

She didn't know if Martha was alright. She didn't know if Jack was alright. She didn't know if the Doctor was alright.

"I really don't know."

The time refused to pass.

"Oh," Penny grinned. "I do!"

The pause between each tick of her watch seemed to lengthen.

The others all looked at her with varying levels of disbelief. Jack looked like he almost believed her, Martha looked at her as if there was no way she could know, and the Doctor was somewhere between.

And each tick brought her closer to two things.

"Jack'll flirt with everyone, and probably create some sort of subspecies with all of the 'dancing' he does."

Saving the Doctor.

The Doctor raised a eyebrow. "I wouldn't be shocked."

And falling asleep.

"You know I can't help the flirting, Vix!" Jack laughed. "Used to be a poster boy when I was a kid living on the Boeshane Peninsula. Tiny little place. I was the first one ever to be signed up for the Time Agency. They were so proud of me." He began walking away, not before Penny crushed him in a hug. "The Face of Boe, they called me. Hmm." He grinned at them. "I'll see you." With that, he turned a corner.

She didn't want to fall asleep.

"No."

She couldn't fall asleep.

"It can't be." Martha agreed.

She might not wake up.

"I don't know." Penny laughed. "It kind of makes sense, looking back on it."

She tried to recall the first time she and the Doctor met.

The Doctor and Penny leaned against the Tardis, watching Martha interact with her family before the Doctor went inside.

The Doctor had told her of the constellations.

Penny stayed a few moments longer, looking around the neighborhood wistfully. She'd spent a year in the normal world, and she would be lying if she said she wouldn't miss parts of it. She'd miss lazy days, waking up to the smell of coffee, meeting with friends at the park.

Groups of stars that formed something beautiful together.

But weighing the options, she much preferred life in the Tardis, and she planned on staying as long as the Doctor would allow her to.

Without one star, it would not longer be the same constellation.

With a bittersweet smile, she stepped into the Tardis.

She traced the constellations with her eyes.

The Doctor looked up from the monitor, smiling at her.

She couldn't recognize any of them.

"It's good to be back." He patted the console.

She missed the other planets.

Penny nodded, plopping herself onto the jump seat, crossing her arms. "It's boring out there."

She missed watching movies with the Doctor.

He chuckled, goin back to what he was doing, typing at the monitor.

Ice skating with the Doctor.

A few minutes later, Penny was exhausted and trying not to fall asleep, Martha walked in, a hesitant look on her face.

Sitting on the edge of the Tardis when one of them needed to rant.

Penny squinted at her friend, trying to understand why Martha's expression made her feel like crying.

The Doctor always parked the Tardis by something new.

"Right then, off we go. The open road." The Doctor grinned. "There is a burst of starfire right now over the coast of Meta Sigmafolio. Oh, the sky is like oil on water. Fancy a look?" He asked Penny, who smiled. "Or back in time. We could, I don't know, Charles the Second? Henry the Eighth. I know. What about Agatha Christie? I'd love to meet Agatha Christie. I bet she's brilliant." He finally looked at Martha and took in her expression, realizing what Penny had a few seconds before. His face fell, and he tried to cover it up with a smile, but it looked more like a wince. "Okay."

He'd wanted to show her a starfire burst, but she'd convinced him to wait until Martha was up so that she could se it too.

"I just can't."

She remembered each star he'd shown her.

"Yeah."

She remembered sitting for hours chatting.

"Spent all these years training to be a doctor. Now I've got people to look after." She shook her head. "They saw half the planet slaughtered and they're devastated. I can't leave them."

She remembered falling in love with him.

"Of course not." He nodded, standing completely still. "Thank you. Martha Jones, you saved the world."

The stars she could see from Earth were nothing compared to his smile.

She smiled proudly. "Yes, I did." She turned, but looked back at him. "I spent a lot of time with you thinking I was second best, but you know what? I am good." She paused. "You going to be all right?"

They were nothing compared to Martha's laugh.

"Always. Yeah." Penny could see the lie plainly as she could see that Martha didn't see it.

They were less than nothing when compared to Jack's personality.

"Right then. Bye." Martha nodded at them, turning and leaving the Tardis.

She remembered her friends.

Penny bit her lip, following Martha. "I'll be right back." She muttered, not sure if the Doctor heard her or not.

She'd woken up with no memories, but they'd helped her build new ones.

Martha stood outside, looking torn.

Memories that made her want to stay alive.

"No hug goodbye?" Penny asked, far too casually for the situation.

If she survived this, she refused to forget it.

Martha wrapped her in a hug. "This isn't a goodbye, Pen." Martha denied, pulling away with tears in her eyes.

No matter what, she would not become a blank slate.

Penny blinked away her own tears and nodded. "It better not be, Dr. Jones."

She would remember.

Martha handed her phone over. "Give that to him for me. I know you'll come back, but I'm not having him disappear." She smiled sadly. "If that rings, when that rings, you both better come running."

Even if it was only because she'd decided the next time she'd see the Doctor, she'd tell him how she felt.

"Of course." Penny agreed.

Even when the Doctor turned her down, because she knew he would.

"Tell him he'd better not disappoint me." Martha chuckled at Penny's confused face, "He'll know what I'm talking about."

She blinked up at the stars.

Penny nodded, giving Martha one last hug. "I'll see you later?"

Maybe they were not as amazing as what she had been used to.

"You better!" Martha laughed.

But each one shone bright.

Penny nodded, smiling sadly as she walked back into the Tardis.

Each one rebelled against the inky sky.

It was silent for a moment as they both processed what Martha told them.

Each star reminded her of why she was there.

"What about you?" The Doctor suddenly asked, snapping Penny out of her daze.

She needed to protect them.

"What about me?"

She needed to protect the Doctor.

"Would you rather stay?"

And as her watch ticked, and the moon rose higher in the sky,

Penny's eyes widened in shock. Had she made him think she didn't want to travel with him? She frowned in confusion. "Why would I want to stay?" The Doctor shrugged, looking very uncomfortable with the way the conversation was going.

Penny closed her eyes.

Penny realized her question could be mistaken as asking why she would want to stay on the Tardis. "Why would I want to stay on Earth?" She clarified. The Doctor looked to her hopefully. Penny grinned at him. "Besides," She approached him slowly, scared he'd turn away. "I don't exactly have a life I could go back to if I wanted to stay, Doc." She pointed out, jokingly.

She's been working for so long.

Unknown to her, the Doctor didn't realize she was joking.

She needed to sleep.

**Author's Note:**

> Hi! This is my first time posting on this site, so please let me know if I did anything wrong!  
> Thanks for reading!  
> Question of the chapter: How would you react to waking up with no memories?  
> I for one would completely freak out  
> Have a lovely day/morning/night!  
> See you next chapter,  
> Jamie


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